definiens: means any inquiry, offer, proposal or indication of interest ( in writing or otherwise ) from any Third Partyrelating to any transaction or series of related transactions involving ( i ) any acquisition or purchase by any Third Party, directly or indirectly, of 15 % or more of any class of outstanding voting or equity securities of the Company, or any tender offer or exchange offer that, ifconsummated, would result in any Third Party beneficially owning 15 % or more of any class of outstanding voting or equity securities of theCompany, ( ii ) any merger, amalgamation, consolidation, share exchange, business combination, asset acquisition, sale, joint venture, license, collaboration, research and development or other similar transaction involving assets or businesses that constitute or represent 15%or more of the consolidated revenue, net income or assets of the Company and the Company Subsidiaries, taken as a whole, ( iii ) any sale ofall, substantially all or any material portion of rights to, or license of, or joint venture or partnership with respect to the Company ProductsAT132 or AT845 or any successors thereof ( other than a non - exclusive and non - material license granted by the Company or a CompanySubsidiary in the ordinary course of business consistent with past practice ) or ( iv ) any liquidation, dissolution, recapitalization, extraordinarydividend or other significant corporate reorganization of the Company, the business of which constitutes 15 % or more of the consolidatedrevenue, net income or assets of the Company and the Company Subsidiaries, taken as a whole