definiens: shall mean any transaction or series of related transactions ( other than the transactionscontemplated by this Agreement ) involving or resulting in : ( i ) any acquisition or purchase by any Person or ( asdefined in or under Section 13(d ) of the Exchange Act ), directly or indirectly, of more than 20 % of the total outstandingvoting securities of the Company, or any tender offer or exchange offer that, if consummated, would result in the Person or ( as defined in or under Section 13(d ) of the Exchange Act ) making such offer beneficially owning more than 20 % ofthe total outstanding voting securities of the Company ; ( ii ) any merger, consolidation, share exchange, business combination, acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction involving the Companypursuant to which the stockholders of the Company immediately before the consummation of such transaction would, as such, hold less than 80 % of the equity interests in the surviving or resulting entity of such transaction immediately afterconsummation thereof ; or ( iii ) other than sales of inventory in the ordinary course of business, any sale ( other than the sale oflaboratory equipment ), lease, exchange, transfer, license, acquisition or disposition of assets constituting more than 10 % ofthe assets of the Company ( measured by either book or fair market value thereof ) or the net revenues or net income of theCompany taken as a whole