definiens: of any person means another person thatdirectly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with, such first person ; ( b ) means any day other than Saturday, Sunday orany other day on which banks are legally permitted to be closed in New York ; ( c ) means the frozen formulation of FluMist for which theCompany submitted a Biologics License Application to the FDA in October 2000 andthe liquid formulation of FluMist which is currently being tested by Wyeth ; ( d ) of ( x ) the Company means the knowledge of thepersons listed on Schedule 9.3(a)(x ), and ( y ) Parent means the knowledge ofpersons listed on Schedule 9.3(a)(y ) ; ( e ) or, asused with respect to the Company or Parent, as the case may be, means anychange, effect, event, occurrence or state of facts, individually or togetherwith all other changes, effects, events, occurrences or states of fact, that isor is reasonably likely to be materially adverse to the business, financialcondition or results of operations of such entity and its subsidiaries, taken asa whole, other than any change or condition relating to the economy 48 < PAGE > or securities markets in general or the industry in which the Company or Parent, as the case may be, operates ; ( f ) means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporatedorganization or other entity ; ( g ) a of any person means, with respect to suchperson, any corporation, partnership, joint venture or other legal entity ofwhich such person ( either alone or through or together with any othersubsidiary ), owns, directly or indirectly, 50 % or more of the stock or otherequity interests the holders of which are generally entitled to vote for theelection of the Board of Directors or other governing body of such corporationor other legal entity ; ( h ) means any bona fide proposal made by athird party ( i ) to acquire, directly or indirectly, including pursuant to atender offer, exchange offer, merger, consolidation or similar transaction, forconsideration consisting of cash and/or securities, more than 50 % of thecombined voting power of the outstanding Shares ( assuming the exercise orconversion of all outstanding options, warrants, rights and convertiblesecurities ) or all or substantially all the assets of the Company and itssubsidiaries taken as a whole, ( ii ) that is on terms which the Board ofDirectors of the Company determines in its good faith judgment ( after receivingadvice from a financial advisor of nationally recognized reputation ) to be morefavorable to the Company and its stockholders from a financial point of viewthan the Merger after taking into account the terms of this Agreement ( includingany amendment that may be proposed by Parent ), ( iii ) which is reasonably capableof being consummated and ( iv ) for which financing, to the extent required, isthen committed or which, in the good faith judgment of the Board of Directors ofthe Company, is reasonably capable of being obtained on a prompt basis by suchthird party ; and ( i ) means any inquiry, proposal or offer fromany person relating to any direct or indirect acquisition or purchase of abusiness or assets that constitute 15 % or more of the net revenues, net incomeor the assets of the Company or its subsidiaries, taken as a whole, or 15 % ormore of any class of equity securities of the Company or its subsidiaries or anytender offer, exchange offer or other transaction that if consummated wouldresult in any person beneficially owning 15 % or more of any class of equitysecurities of the Company or any of its subsidiaries or any merger, consolidation, business combination, recapitalization, liquidation ordissolution or any similar transaction involving the Company or any of itssubsidiaries, other than the transactions contemplated by this Agreement