definiens: means any ( a ) merger, consolidation, businesscombination ( including by way of merger, consolidation, business combination, share exchange or joint venture ) or similar transaction involving the Company orany Company Subsidiary pursuant to which the shareholders of the Companyimmediately preceding such transaction hold less than 85 % of the equityinterests or voting power in ( i ) the surviving or resulting entity of suchtransaction or ( ii ) the parent entity of the surviving or resulting entity ofsuch transaction, in either case, in substantially the same proportions as theyheld the voting equity interests of the Company immediately preceding suchtransaction, ( b ) direct or indirect sale, or other disposition, in onetransaction or a series of transactions, by share exchange, joint venture orotherwise, of assets representing 15 % or more of the consolidated assets of theCompany and the Company Subsidiaries, ( c ) issuance, sale, or other dispositionof ( including by way of merger, consolidation, business combination, shareexchange, joint venture or any similar transaction ) securities ( or options, rights or warrants to purchase, or securities convertible into or exchangeablefor, such securities ) representing 15 % or more of the voting power of theCompany, except for the issuance up to $ 14,827,012.72 principal amount ofCompany Convertible Notes after August 25, 2003 pursuant to the Note PurchaseAgreement, ( d ) transaction, including any tender offer or exchange offer, thatif consummated would result in any Person or group beneficially owning 15 % ormore of any class of capital stock or Equity Interests of the Company or anyCompany Subsidiary or in which any Person or group shall acquire the right toacquire beneficial ownership of 15 % or more of the outstanding voting securitiesof the Company or any Company Subsidiary other than the issuance up to$14,827,012.72 principal amount of Company Convertible Notes after August 25,2003 pursuant to the Note Purchase Agreement, ( e ) the sale or license of anymaterial Owned Intellectual 75 < PAGE > Property or Licensed Intellectual Property or ( f ) any combination of theforegoing, in each case, other than the Merger