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, relati ng to, in a single transaction or series of related transactions, any ( A ) acquisition or license of assets of the Company equal to 20 % or more of the Company ’s consolidated assets or to which 20 % or more of the Company ’s revenues or earnings on a consolida ted basis are attributable ; ( B ) acquisition or exclusive license of any of the Key Products or any other license granting commercialization rights with respect to a Key Product ; ( C ) issuance or acquisition of 20 % or more of the outstanding Company Common Stock ; ( D ) recapitalization, tender offer 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 ( E ) merger, consolidation, amalgamation, share exchange, busines s combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that if consummated would result in any Person or group beneficially owning 20 % or more of the outstanding Company Common Stock, in each case other than the Transactions