definiens: means any of the following : ( a ) the [COMPANY] Board of Directors fails to publicly make the [COMPANY] Recommendation or withholds, withdraws, modifies, changes or qualifies in a manner adverse to [COMPANY] its approval of the Merger or the QLTRecommendation ; ( b ) [COMPANY] requests in writing that the [COMPANY] Board of Directors publicly reaffirm the QLTRecommendation and/or publicly reject any [COMPANY] Acquisition Proposal and the [COMPANY] Board ofDirectors, in each case, shall not have done so within five ( 5 ) Business Days following receipt ofsuch request ; ( c ) the [COMPANY] Board of Directors accepts, approves, endorses or recommends any [COMPANY] AcquisitionProposal ; ( d ) [COMPANY] enters into a [COMPANY] Acquisition Agreement ; or ( e ) [COMPANY] or the [COMPANY] Board of Directors publicly proposes or announces its intention to do any of theforegoing, it being understood that publicly taking a neutral position or no position with respect to any [COMPANY] Acquisition Proposaluntil five ( 5 ) Business Days following the public announcement of such [COMPANY] Acquisition Proposal shall not beconsidered a [COMPANY] Change of Recommendation ( it being further understood that after five ( 5 ) Business Days followingthe public announcement of such [COMPANY] Acquisition Proposal, continuing to take no position or a neutral position will bedeemed to be a [COMPANY] Change of Recommendation ) ; provided that all references to five ( 5 ) Business Days in thisdefinition of [COMPANY] Change of Recommendation shall be changed to ten ( 10 ) Business Days in the event the applicableQLT Acquisition Proposal is a tender offer or exchange offer