definiens: means any inquiry, offer or proposal, including any amendment or modification to anyexisting offer or proposal, whether 48or not in writing ( other than, in each case, an offer or proposal made or submitted by or on behalf of Parent or Merger Sub),relating to any transaction ( including any single- or multi - step transaction ) or series of related transactions, in each case otherthan the transactions contemplated by this Agreement, with a person or group relating to ( A ) any acquisition or exclusive licenseof any Key Products or any other license granting commercialization rights with respect to a Key Product, ( B ) any direct orindirect acquisition or purchase of a business of the Company or its Subsidiaries ( including pursuant to a partnership or jointventure ) that constitutes or generates greater than fifteen percent ( 15 % ) or more of the net revenues or net income of theCompany and its Subsidiaries on a consolidated basis, ( C ) the issuance to such person or group or acquisition by such person orgroup of greater than fifteen percent ( 15 % ) of the equity interests in the Company or ( D ) the sale, lease, license or other transferto such person or group of greater than fifteen percent ( 15 % ) of the assets of the Company and its Subsidiaries on a consolidatedbasis pursuant to a merger, consolidation, share exchange, reorganization, recapitalization, partnership, joint venture, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or othertransaction