definiens: means any proposal, indication of interest or offer for ( i ) a merger, tender offer, recapitalization, reorganization, liquidation, dissolution, business combination, shareexchange, arrangement or consolidation, or any similar transaction involving Neuromed or itsSubsidiaries, ( ii ) a sale, lease, exchange, mortgage, pledge, transfer or other acquisition of fifteen percent(15 % ) or more of the assets of Neuromed and its Subsidiaries, taken as a whole, in one or a series ofrelated transactions, or ( iii ) a purchase, tender offer or other acquisition ( including by way of merger, consolidation, share exchange, arrangement, consolidation or otherwise ) of beneficial ownership ( theterm for purposes of this Agreement having the meaning assigned thereto inSection 13(d ) of the Exchange Act and the rules and regulations thereunder ) of securities representingfifteen percent ( 15 % ) or more of the voting power of Neuromed ( including securities of Neuromedcurrently beneficially owned by such Person ) ; provided, however, that the term shall not include the Merger or the other transactions contemplated by this Agreement ; and 72(B ) shall mean an unsolicited bona fide Neuromed Acquisition Proposal(with all references to in the definition of Neuromed Acquisition Proposal beingtreated as references to for these purposes ) made by a third party that theBoard of Directors of Neuromed determines in good faith, after consultation with its outside legalcounsel and financial advisor, and after taking into account all financial, legal, regulatory, and otheraspects of such Neuromed Acquisition Proposal ( including the financing terms and the ability of suchthird party to finance such Neuromed Acquisition Proposal ), ( 1 ) is more favorable from a financial pointof view to the Neuromed Stockholders than as provided hereunder ( including any changes to the termsof this Agreement proposed by [COMPANY] in response to such Neuromed Superior Offer pursuant toand in accordance with Section 6.4(a)(iv ) or otherwise ), ( 2 ) is not subject to any financing condition ( andif financing is required, such financing is then fully committed to the third party ), ( 3 ) is reasonablycapable of being completed on the terms proposed without unreasonable delay and ( 4 ) includestermination rights exercisable by Neuromed on terms no less favorable to Neuromed than the terms setforth in this Agreement, all from a third party capable of performing such terms