definiens: means with respect to an Operating Party ( a ) theacquisition by a Core Business Competitor of such Operating Party of more than * * * * * * * * * * * * of the voting equitysecurities of the other Operating Party or ( b ) a Core Business Competitor of such Operating Party obtaining the rightto * * * * * * * * * * * * . For purposes of this Agreement, a Core Business Competitor Equity Acquisition shall be deemed tohave occurred with respect to an Operating Party in the event that any of the transactions listed in ( a ) or ( b ) abovetake place with respect to : ( 1 ) an Affiliate of the other Operating Party that Controls such other Operating Party, or(2 ) an Affiliate of such other Operating Party whose performance or assets are material to such other OperatingParty ’s performance of its obligations under this Agreement, including without limitation those obligations under anyDevelopment Plan or Commercialization Plan hereunder