definiens: shall mean any proposal or offer from any Third Party relating to ( i ) the acquisitionof fifteen percent ( 15 % ) or more of the Equity Interests in the Company ( by vote or by value ), ( ii ) any merger, consolidation, business combination, reorganization, share exchange or similar transaction involving the Company,(iii ) any sale of assets, license ( other than any non - exclusive license entered into in the ordinary course of business ), jointventure, liquidation, dissolution, disposition, merger, consolidation or other transaction which would, directly orindirectly, result in any Third Party acquiring or licensing assets ( including Equity Interests of any Subsidiary or Affiliateof the Company ) representing, directly or indirectly, fifteen percent ( 15 % ) or more of the net revenues, net income orassets ( in the case of assets, determined by reference to book value or fair market value ) of the Company and theCompany Subsidiaries, taken as a whole, ( iv ) any tender offer or exchange offer, as such terms are defined under theExchange Act, or other transaction that, if consummated, would result in any Third Party beneficially owning fifteenpercent ( 15 % ) or more of the outstanding Equity Interests in the Company ( by vote or by value ) or ( v ) any combinationof the foregoing