definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, i ncluding any amendment or modification to any existing propo sal or offer, relating to, in a single transaction or series of related transactions, any ( i ) acquisition or licens e of assets of the Company equal to 20 % or more of the Company ’s consolidated assets, ( ii ) acquisition or exclusive license of the Product Candidates, ( iii ) issuance or acquisition of 20 % or more of the outstanding Compa ny Common Stock, ( iv ) recapitalization, tender offe r or exchange offer that if consummated would result in any Person or group beneficially owning 20 % or more of the outstanding Company Common Stock or ( v ) merger, con solidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolu tion or similar transaction involving the Company t hat if consummated would result in any Person or group ben eficially owning 20 % or more of the outstanding Company Common Stock, in each case other than the T ransactions