definiens: means any bona fide, written [COMPANY] Alternative Proposal(other than an [COMPANY] Alternative Proposal which has resulted from a breach in any materialrespect of Section 5.3 ) ( with all references to in the definition of AllerganAlternative Proposal being deemed to be references to ) on terms that theAllergan Board determines in good faith, after consultation with its financial advisor and outsidelegal counsel, and taking into account all the terms and conditions of the [COMPANY] AlternativeProposal that the [COMPANY] Board considers to be appropriate ( including the identity of the Personmaking the [COMPANY] Alternative Proposal and the expected timing and likelihood ofconsummation, any governmental or other approval requirements ( including divestitures andentry into other commitments and limitations ), break - up fees, expense reimbursement provisions, conditions to consummation and availability of necessary financing ), is more favorable to theAllergan Shareholders from a financial point of view than the Acquisition ( taking into account anyproposal by [COMPANY] to amend the terms of this Agreement )