definiens: means any offer or proposal made or renewed by a Person or group ( other than Parent or Purchaser ) relating toany transaction or series of related transactions involving ( a ) any acquisition, directly or indirectly, by any Person or group of beneficial ownership oftwenty percent ( 20 % ) or more of the total voting power of any class of equity securities of the Company, or any tender offer or exchange offer that, ifconsummated, would result in any Person or group beneficially owning twenty percent ( 20 % ) or more of any class of outstanding voting or equitysecurities of the Company, ( b ) any merger, consolidation, or other business combination, sale of shares of capital stock, sale of assets, tender offer orexchange offer, or similar transaction, including any single or multi - step transaction or series of related transactions, joint venture, license, collaboration, research and development or other similar transaction, involving assets or businesses that constitute or represent twenty percent ( 20 % ) or more of theconsolidated revenue or consolidated assets of the Company and its Subsidiaries, taken as a whole, ( c ) any sale or license by the Company or any of itsSubsidiaries of ( other than any non - exclusive and non - material license granted by the Company or any of its Subsidiaries in the ordinary course ofbusiness ), or joint venture, partnership, collaboration or monetization transaction involving the Company or any of its Subsidiaries with respect to, sotatercept or Reblozyl, or ( d ) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of theCompany, the business of which constitutes twenty percent ( 20 % ) or more of the consolidated revenue, or consolidated assets of the Company and itsSubsidiaries, taken as a whole, in each case clauses ( a ) – ( d ), other than the Offer and the Merger