definiens: is defined in Section 2.8(b ) . means any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, any ( i ) di rect or indirect acquisition or sale of substantial ly all of the assets of the Company, ( ii ) license or grant of rig hts to any Collaboration Party to use, develop or c ommercialize a Product Candidate or any of the Company Intellect ual Property, or ( iii ) direct or indirect acquisiti on of a majority of the Capital Stock of the Company ( wheth er through a share purchase, merger, consolidation, business combination, recapitalization or similar t ransaction involving the Company ), in each case tha t the Board of Directors of the Company, determines, in its sol e discretion and in accordance with its fiduciary d uties, is an acceptable offer for the assets or Capital Stock, a s applicable, and in each case other than ( A ) the W arrant Exercise Closing and the other transactions contemp lated by this Warrant or ( B ) [ * * * * ]