definiens: shall mean any transaction or series oftransactions involving:(a ) any merger, consolidation, business combination or similar transaction involving any Acquired Corporation ; A-12(b ) any direct or indirect sale, license, lease, transfer, exchange or other disposition ( including any license, collaboration, disposition or revenue - sharing arrangement ), in one transaction or a series of transactions, including bymerger, consolidation, business combination, share exchange, joint venture, extraordinary dividend, recapitalization, corporate reorganization or otherwise, of any business or assets ( including MT103 or any other BiTE antibody)representing, or that would represent after giving effect to the transaction, 50 % or more of the consolidated assets, netincome or net revenues of the Acquired Corporations ; provided that if the Specified Acquisition Transaction is for alicense or collaboration, such transaction shall only be deemed a Specified Acquisition Transaction if it is entered intowith a Person or its Affiliates that had publicly made an Acquisition Proposal after the date hereof and prior to thetermination of this Agreement;(c ) any issuance, sale, or other disposition, in one transaction or series of transactions, including by way of merger, consolidation, business combination, share exchange, joint venture or any similar transaction, of securities ( or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities ) representing 50 % ormore of the voting power of the Company;(d ) any transaction, including any tender offer or exchange offer, that if consummated would result in or wouldreasonably be expected to result in any Person or group beneficially owning 50 % or more of the voting power of theCompany or in which any Person or group shall acquire the right to acquire beneficial ownership of 50 % or more of theoutstanding voting power of the Company ; or(e ) any combination of the foregoing