“Acquisition Proposal” means any indication of interest, offer or proposal from a Person or group (other than, for the avoidance of doubt, an indication ofinterest, offer or proposal by Parent or any Parent Subsidiary) relating to a transaction or series of related transactions involving:(i) any acquisition or purchase by any Person or group, directly or indirectly, of fifteen percent (15%) or more of any class of outstanding equitysecurities of the Company, or any tender offer or exchange offer that, if consummated, would result in any Person or group beneficially owning fifteen percent(15%) or more of any class of outstanding equity securities of the Company;(ii) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transactioninvolving the Company and a Person or group pursuant to which the stockholders of the Company immediately preceding such transaction hold eighty-fivepercent (85%) or less of the equity interests in the surviving or resulting entity of such transaction; (iii) any sale, license (other than any non-exclusive and non-material license granted by the Company in the ordinary course of business consistentwith past practice), joint venture, partnership, collaboration, lease, transfer or other similar transaction involving (x) any product or product candidate of theCompany or any of the Company Subsidiaries or (y) assets or businesses that constitute or represent fifteen percent (15%) or more of the consolidated assets orrevenue of the Company and the Company Subsidiaries, taken as a whole; or(iv) any liquidation or dissolution of the Company, or any recapitalization, extraordinary dividend or other significant corporate reorganization ofthe Company or any Company Subsidiary involving assets or businesses that constitute or represent fifteen percent (15%) or more of the consolidated assets orrevenue of the Company and the Company Subsidiaries, taken as a whole. <omitted>
“Superior Proposal” means a bona fide unsolicited Acquisition Proposal (with references in the definition thereof to 15% and 85% being deemed to be replaced with references to 50%) which the Company Board of Directors determines in good faith, after consultation with the Company’s outside legal and financial advisors, taking into account all legal, financial, regulatory, and other aspects of the Acquisition Proposal and the Person making the Acquisition Proposal (including any conditions to closing and certainty of closing, timing, any applicable break-up fees and expense reimbursement provisions and ability of such Person to consummate the Acquisition Proposal), (i) would, if consummated, be more favorable to the Company and the stockholders of the Company from a financial point of than the Merger, and (ii) would be reasonably likely to be consummated on the terms proposed without undue delay; provided that in no event shall an Acquisition Proposal be deemed to be a Superior Proposal if consummation of the transaction contemplated thereby is subject to any financing condition or otherwise requires financing that is not fully committed. (Page 37)

Question: Superior Offer Definition
Category: Deal Protection and Related Provisions
Answer: No