definiens: means any inquiry, proposal or offer from any Person or ( as defined in Section 13(d ) of the Exchange Act ), other than Parent, relating to ( x ) any ( i ) merger, consolidation, liquidation, dissolution, sale of substantial assets, tender offer, recapitalization, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries, ( ii ) acquisition in any mann er, directly or indirectly ( whether in a single transaction or a series of related transactions ) of 15 % or more of any class of equity securities of the Company or any of its Subsidiaries or ( iii ) acquisition in any manner, directly or indirectly ( whether in a single transaction or a series of related transactions and including by means of license ) of assets of the Company or any of its Subsidiaries ( including securities of Subsidiaries ) equal to 15 % or more of the Company ’s consolidated assets or to which 15 % or more of the Company ’s consolidated revenues are attributable ; in each case other than the transactions contemplated by this Agreement and ( y ) except as set forth on Section 11.01 of the Company Disclosure Schedules, the sale, licensing, entering int o a collaboration or joint venture or similar transaction with respect to any Kolltan Product or Kolltan Compound, or any Owned Intellectual Property or Licensed Intellectual Property material to the operation of the Company ’s business as currently conduct ed or as contemplated by the Company ( as of the date hereof ) to be conducted