definiens: means any proposal or offer from any person or group of persons ( otherthan BioSante or its affiliates ): ( i ) for any merger, consolidation, amalgamation, share exchange, business combination, scheme of arrangement, recapitalization, liquidation, dissolution or other similar transaction involving the Company or anySubsidiary pursuant to which such person or group of persons would own 20 % or more of the voting power of any class ofequity securities of the Company or of any resulting parent of the Company ; ( ii ) for any sale, lease, exchange, transfer orother disposition of assets or businesses that constitute or represent 20 % or more of the consolidated revenue, consolidatedoperating income or consolidated total assets of the Company and the Subsidiaries, taken as a whole ; or ( iii ) for any sale, exchange, transfer or other disposition pursuant to which such person or group of persons would own 20 % or more of thevoting power of any class of equity securities of the Company, in a single transaction or a series of related transactions, ineach case other than the Merger