definiens: shall mean any bona fide proposal or offer from any Person or group ( as defined under Section 13(d ) of the Exchange Act ) ( other than Purchaser and its Affiliates ) relating to, in a single transa ction or series of related transactions, any ( a ) ac quisition of or the granting of rights with respect to ( for exam ple, rights resulting from Seller ’s or its Affiliat es ’ entry into a license, collaboration or similar agreement ) twenty percent ( 20 % ) or more of the Purchased Asse ts or Purchased Assets to which twenty percent ( 20 % ) o r more of Seller ’s revenues or earnings associated with the Product Business are attributable ; ( b ) acq uisition of twenty -2- percent ( 20 % ) or more of any class of Common Stock or other equity securities of Seller ; ( c ) tender of fer or exchange offer that, if consummated, would resul t in any Person or group beneficially owning twenty percent ( 20 % ) or more of any class of Common Stock or other equity securities of Seller ; or ( d ) merger, consolidation, share exchange, busxxxxs combination, recapitalization, liquidation, dissolution or sim ilar transaction involving Seller