definiens: within the meaning of Section 13(d)(3 ) of theExchange Act with any person not bound by the terms of this Agreement ( other than persons deemed to be a memberof such group solely by virtue of being an Affiliate of [COMPANY] ) with respect to any Voting Stock ; ( iv ) acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchangeor otherwise, ( A ) any of the assets, tangible or intangible, of the Company or ( B ) direct or indirect rights, warrants oroptions to acquire any assets of the Company, except for ( X ) such assets as are then being offered for sale by theCompany or ( Y ) acquisitions of assets of the Company pursuant to or as contemplated by the Alliance Agreement orthe Collaboration Agreement between [COMPANY] and the Company dated as of November 14, 2002 ( the ) ; ( v ) enter into any arrangement or understanding with others to do any of the actions restricted or prohibitedunder Sections 2.1 ( a ) ( i ), ( ii ), ( iii ) or ( iv ) ; ( vi ) otherwise act in concert with others, to seek to offer to the Company or any of its stockholders anybusiness combination, restructuring, recapitalization or similar transaction to or with the Company or otherwise seekin concert with others, to control, change or influence the management, board of directors or policies of the Companyor nominate any person as a director of the Company who is not nominated by the then incumbent directors, orpropose any matter to be voted upon by the stockholders of the Company ; or ( vii ) prior to August 31, 2007, request that the Company ( or the Board ) amend or waive any provisions ofthis Section 2.1