definiens: means, other than the transactions contemplated by this Agreement, any offer, proposal orinquiry relating to, or any Person ’s indication of interest in, ( i ) any merger consolidation or other form of businesscombination with or involving the Company, ( ii ) the sale, license, disposition or acquisition of all or any materialportion of the business or assets of the Company, including the grant of any license to any Intellectual Property of theCompany, other than non - exclusive licenses granted to contract research organizations or other independent contractorsin the Ordinary Course of Business, ( iii ) the issuance, grant, disposition or acquisition of ( A ) any Company Capital Stockor other equity security of the Company ( other than the issuance of Common Stock to employees of the Company uponthe exercise of Company Options or upon conversion of the Company ’s outstanding Series A Preferred Stock or theSeries A Preferred Stock issuable upon conversion of the Company Notes or exercise of the Company Warrants and theissuance of Series A Preferred Stock upon the conversion of Company Notes or exercise of Company Warrants ), ( B ) anyoption, call, warrant or right to acquire any Equity Participations of the Company ( other than the grant of CompanyOptions to Company employees by the Company pursuant to its existing option plans in the Ordinary Course ofBusiness ) or ( C ) any security, instrument or obligations that is or may become convertible into or exchangeable for anyCompany Capital Stock or other equity security of the Company, in each case of ( A ), ( B ) and ( C ) constituting fifteenpercent ( 15 % ) or more of the equity interest ( by vote or value ) of the Company, or ( iv ) any combination of the foregoing