definiens: shall mean any proposal or offer from any Person ( other than Parent and its Affiliates ) or, within the meaning of Secti on 13(d ) of the Exchange Act, including any amendme nt or modification to any existing proposal or offer, rel ating to, in a single transaction or series of rela ted transactions, any ( i ) acquisition or license of assets of the Acq uired Companies equal to 20 % or more of the Acquire d Companies ’ 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 or 20 % or more of any class of equi ty securities of one or more Acquired Companies whose assets, individually or in the aggregate, constitut e 20 % or more of the consolidated assets of the Acquired Com panies, ( iv ) recapitalization, tender offer or exch ange offer that if consummated would result in any Person or g roup beneficially owning 20 % or more of the outstan ding Company Common Stock or 20 % or more of any class of equity securities of one or more Acquired Companie s whose assets, individually or in the aggregate, con stitute 20 % or more of the consolidated assets of t he Acquired Companies or ( v ) merger, consolidation, amalgamatio n, share exchange, business combination, recapitali zation, liquidation, dissolution or similar transaction inv olving the Company that if consummated would result in any Person or group beneficially owning 20 % or more of the outstanding Company Common Stock or 20 % or more of any class of equity securities of one or more Ac quired Companies whose assets, individually or in t he aggregate, constitute 20 % or more of the consolidat ed assets of the Acquired Companies, in each case o ther than the Transactions