definiens: means any indication of interest, inquiry, proposal or offer from any Person ( other than Parent and itsAffiliates ) or, within the meaning of Section 13(d ) of the Exchange Act, relating to, in a single transaction or series of relatedtransactions, any ( a ) acquisition or license of assets of the Company equal to 20 % or more of the Company ’s consolidated assets or to which20 % or more of the Company ’s revenues or earnings on a consolidated basis are attributable, ( b ) the indirect or direct sale, lease, license, transfer, exchange or other disposition ( including any distribution, collaboration, disposition or revenue - sharing arrangement ) in respect of theProduct or any Intellectual Property Rights embodied therein, ( c ) the issuance or acquisition of 20 % or more of the outstanding Shares or totalvoting power of the Company, ( d ) recapitalization, tender offer or exchange offer that if consummated would result in any Person or groupbeneficially owning 20 % or more of the outstanding Shares or total voting power of the Company, or ( e ) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company that ifconsummated would result in any Person or group beneficially owning 20 % or more of the outstanding Shares or total voting power of theCompany or of the surviving entity or the resulting direct or indirect parent of the Company or such surviving entity, in each case other thanthe Transactions