definiens: shall mean any transaction or series of transactions ( except for the ContemplatedTransactions ) involving:(a ) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction in which(i ) a Person or ( as defined in the Exchange Act and the rules promulgated thereunder ) of Persons directly orindirectly acquires beneficial or record ownership of securities representing more than 50 % of the outstanding securities ofany class of voting securities of a Party or any of its Subsidiaries ; or ( ii ) a Party or any of its Subsidiaries issues securitiesrepresenting more than 50 % of the outstanding securities of any class of voting securities of such Party or any of itsSubsidiaries ( other than, solely with respect to Adamis, through any capital raising transaction);(b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets thatconstitute or account for : ( i ) 50 % or more of the consolidated book value of the assets of a Party and its Subsidiaries, takenas a whole ; or ( ii ) 50 % or more of the fair market value of the assets of a Party and its Subsidiaries, taken as a whole, excluding, solely with respect to Adamis, any transfer or lien to a creditor of Adamis;(c ) any liquidation or dissolution of a Party ; or(d ) with respect to [COMPANY] only, any acquisition or purchase by any Person or ( as defined under Section13(d ) of the Exchange Act and the rules and regulations thereunder ) of a 10 % or more interest in the total voting power ofCellegy or any of its Subsidiaries or any tender offer or exchange offer that if consummated would result in any Person or ( as defined under Section 13(d ) of the Exchange Act and the rules and regulations thereunder ) beneficially owning10 % or more of the total outstanding voting securities of [COMPANY] or any of its Subsidiaries