definiens: means any proposal or offer from any person with respect to any transaction involving the acquisition or purchase ( including in the case of Target IP Rights any material license or similar agreement other than one that is in the ordinary course ( and in furtherance ) of Target 's business ) in one transaction or a series of related transactions, of assets ( including Target IP Rights ) or businesses that constitute 15 % or more ( on either a book value or fair market basis ) of the revenues, net income or the assets of Target and its Subsidiaries, taken as a whole, or 15 % or more of any class of equity securities of Target, any tender offer or exchange offer that if consummated would result in any person beneficially owning 15 % or more of any class of equity securities of Target, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution, joint venture, binding share exchange or similar transaction involving Target or any of its Subsidiaries pursuant to which any person or the stockholders of any person would own 15 % or more of any class of equity securities of Target or of any reSUlting parent of Target or 15 % or more ( on either a book value or fair market basis ) of the revenues, net income or the assets of Target and its Subsidiaries, taken as a whole, other than the transactions contemplated by this Agreement