definiens: means any unsolicited bona fide written Acquisition Proposalmade by a third Person that is fully financed or has fully committed financing that the Company Board determines ingood faith ( after consultation with outside counsel and its financial advisor ), taking into account all legal, financial(including the financing terms and the ability of such third Person to finance such Acquisition Proposal ), regulatoryand other aspects of the proposal, is ( A ) more favorable to the stockholders of the Company from a financial point ofview than the Merger and the other transactions contemplated by this Agreement ( including any adjustment to theterms and conditions proposed by Assertio in response to such proposal pursuant to and in accordance withSection 6.2(b ) ) and ( B ) reasonably likely of being completed on the terms proposed on a timely basis ; provided, that, for purposes of this definition of references in the term to shall bedeemed to be references to ; and 68 ( ii ) means a material fact, event, change, development orcircumstance directly related to the Company that was not known or reasonably foreseeable to the Company Boardprior to the Company ’s execution of this Agreement, which fact, event, change, development or circumstance, or anymaterial consequence thereof, becomes known to the Company Board prior to the receipt of the CompanyStockholder Approval that does not relate to ( A ) an Acquisition Proposal, ( B ) Assertio or its Subsidiaries, ( C ) theannouncement, pendency or consummation of the Merger, ( D ) any changes in the price of Assertio Common Stock or(E ) any changes in the price of Company Common Stock ( it being acknowledged that any underlying cause of anychange in the price of Company Common Stock may be taken into account for purposes of determining whether anIntervening Event has occurred for purposes of this clause ( E ) ) ; provided that, any material fact, event, change, development or circumstance that was not known or reasonably foreseeable to the Company Board prior to theCompany ’s execution of this Agreement that would have an Assertio Material Adverse Effect shall constitute anIntervening Event