definiens: means any inquiry, proposal or offer from any Personrelating to any direct or indirect acquisition or purchase of a any instrument or assets that constitute 10 % or more ofthe net revenues or net income of the Company and its Subsidiaries, in each case taken as a whole, 10 % or more ofthe future revenue expected to be generated by CVT-301 or the ARCUS technology, or 10 % or more of theaggregate equity interests of the Company, any tender offer or exchange offer that if consummated would result inany person beneficially owning 10 % or more of the aggregate equity interests of the Company or any of itsSubsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similartransaction involving the acquisition of 10 % or more of the aggregate equity interests or assets of the Company orany of its Subsidiaries or any other transaction the consummation of which would be reasonably likely to impede, interfere with or prevent the Merger, other than the transactions contemplated by this Agreement