definiens: means any indication of interest, offer or proposal from a Person or group ( other than, for the avoidance of doubt, anindication of interest, offer or proposal by Parent or any Parent Subsidiary ) relating to a transaction or series of related transactions involving : ( i ) any acquisition or purchase by any Person or group, directly or indirectly, of fifteen percent ( 15 % ) or more of any class of outstandingequity securities of the Company, or any tender offer or exchange offer that, if consummated, would result in any Person or group beneficially owningfifteen percent ( 15 % ) or more of any class of outstanding equity securities of the Company ; ( ii ) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similartransaction involving the Company and a Person or group pursuant to which the stockholders of the Company immediately preceding such transactionhold eighty - five percent ( 85 % ) or less of the equity interests in the surviving or resulting entity of such transaction ; ( iii ) any sale, license ( other than any non - exclusive and non - material license granted by the Company in the ordinary course of businessconsistent with past practice ), joint venture, partnership, collaboration, lease, transfer or other similar transaction involving ( x ) any product or productcandidate of the Company or any of the Company Subsidiaries or ( y ) assets or businesses that constitute or represent fifteen percent ( 15 % ) or more ofthe consolidated assets or revenue of the Company and the Company Subsidiaries, taken as a whole ; or ( iv ) any liquidation or dissolution of the Company, or any recapitalization, extraordinary dividend or other significant corporatereorganization of the Company or any Company Subsidiary involving assets or businesses that constitute or represent fifteen percent ( 15 % ) or more ofthe consolidated assets or revenue of the Company and the Company Subsidiaries, taken as a whole