definiens: with respect to CIMA or [COMPANY], means anunsolicited, bona fide written offer or proposal ( on its most recently amendedor modified terms, if amended or modified ) made by a Person ( other than CIMA oraaiPharma, as applicable, and their Affiliates ): ( i ) to acquire, directly orindirectly, pursuant to a tender offer, exchange offer, merger, consolidation, business combination, asset acquisition, stock issuance or other similartransaction, all or substantially all of the assets of such party or a majorityof the total outstanding voting securities of such party, ( ii ) on terms that theBoard of Directors of such party concludes in good faith to be more favorable toits stockholders than the Mergers and the other transactions contemplated bythis Agreement ( including any revisions hereto ), in each case ( A ) afterreceiving the advice of its financial advisors ( who shall be a nationallyrecognized 10 < PAGE > investment banking firm ), ( B ) after taking into account the likelihood ofconsummation of such transaction on the terms set forth therein ( as compared to, and with due regard for, the terms herein ) and ( C ) after taking into account alllegal ( after receiving the advice of outside counsel ), financial ( including thefinancing terms of any such proposal ), regulatory and other aspects of suchproposal and any other relevant factors permitted under applicable law, and(iii ) that is, in the good faith judgment of the Board of Directors of suchparty, reasonably likely to be completed and financed