definiens: means any inquiry, proposal or offer received after the date hereof from any personor group of persons other than [COMPANY] relating to ( i ) any direct or indirect acquisition ( in one or a series of relatedtransactions ) of ( A ) more than 25 % of the assets, of AVANT and its subsidiaries, taken as a whole, ( B ) a sale, lease, exchange, license, mortgage, transfer or other disposition of 25 % or more of the assets of AVANT and its subsidiaries, taken as a wholeor ( C ) shares of capital stock of other securities of AVANT representing 25 % or more of the voting power of the capital stockof AVANT or any of its subsidiaries ; ( ii ) any tender offer or exchange offer, as defined pursuant to the Exchange Act, that, ifconsummated, would result in any person or ( as such term is defined under the Exchange Act ) beneficially owning25 % or more of the outstanding equity securities of AVANT ; ( iii ) any merger, consolidation, business combination, recapitalization, or similar transaction involving AVANT, other than the Merger pursuant to which the stockholders ofAVANT prior to consummation of such transaction would hold less than 50 % of the outstanding shares or equity interests ofthe surviving or resulting person or parent thereof ; ( iv ) a liquidation or dissolution of AVANT ; or ( v ) any transaction which issimilar in form, substance or purpose to any of the foregoing transactions ( other than the Merger ) ; ( b ) means a number of shares of AVANT Common Stock to be issued to Medarex, Inc