definiens: shall mean a bona fide written Acquisition Proposal ( with all of the percentagesincluded in the definition of Acquisition Proposal increased to 51 % ) not arising out of or relating to any violation ofSection 7.5 other than an Immaterial Breach, and not relating principally to the licensing of one or more CoveredProducts, which the Company Board determines in good faith, after consultation with its financial advisor and outsidelegal counsel, and taking into consideration, among other things, all of the terms, conditions and legal, financial, regulatory and other aspects of such Acquisition Proposal and this Agreement and the comparative likelihood ofconsummation of such Acquisition Proposal, would result in a transaction that is more favorable to the CompanyShareholders from a financial point of view than the transactions provided for in this Agreement ( in each case taking intoaccount any revisions to this Agreement made or proposed in writing by Parent )