definiens: means an event in which : 1.5.1 Novartis Phannaceutical Corporation or any of its Affiliates or a successor of any such entity ( collectively referred to herein as ) ( a)comes in possession, directly or indirectly . of the power to direct the management or polices ofTMC, whether through ownership of voting securities, by contract or otherwise, or ( b ) acquires beneficial ownership, directly or indirectly . of securities ofTMC representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities ofTMC, or 1.5.2 TMC sells to Novartis, directly or indirectly, in one or more transactions, properties or assets ( i ) representing more than fifty percent ( 50 % ) ofTMC 's consolidated total assets or ( ii ) from which more than fifty percent ( 50 % ) of TMC 's consolidated operating income for its most recent fiscal year was derived