definiens: ( within the meaning of Section 13(d)(3 ) of the SecuritiesExchange Act of 1934 ) ( ) with respect to any voting securities of MacroGenics;14.1.4 otherwise act, whether alone or in concert with others, to seek to propose to [COMPANY] any merger, business combination, restructuring, recapitalization or similar transaction with respect to or with [COMPANY] or otherwiseact, whether alone or in concert with others, to seek to control, change the management or Board of Directors of [COMPANY], or nominate any person as a director of [COMPANY] who is not nominated by the then incumbent directors;14.1.5 enter into any discussion, negotiations, arrangements or understandings with any third party with respect to, any of the foregoing ; orNotwithstanding the foregoing, nothing in this Agreement shall limit [COMPANY] ’s ability to ( x ) inquire or make a request, orallyor in writing, to the chief executive officer or the chairman of the board of directors of [COMPANY] with respect to anyamendment or waiver of any provision of this Section 14.1 or ( y ) make or submit to the chief executive officer or thechairman of the board of directors of [COMPANY] a bona fide non - public proposal so long as such action would notreasonably be expected to require [COMPANY] to make a public announcement relating thereto . If at any time during theStandstill Period, [COMPANY] or, to its knowledge, any of its representatives are approached by any Third Party concerning Gilead’sparticipation in a transaction of the type referred to in Sections 14.1.1 through 14.1.5, [COMPANY] shall, or shall use commerciallyreasonable efforts to cause its representative ( as applicable ) to, promptly inform such Third Party that [COMPANY] is bound bycertain confidentiality obligations in respect of [COMPANY]