definiens: means ( a ) a merger involving [COMPANY], in which the shareholders of [COMPANY] immediatelyprior to such merger cease to control ( as defined in Section 1.1 ) [COMPANY] after such merger, ( b ) a sale of all or substantially allof the assets of [COMPANY] to an acquiring entity or ( c ) a sale of a controlling ( as defined in Section 1.1 ) interest of [COMPANY] to anacquiring entity . As used herein, means ( a ) a merger involving [COMPANY], in which the shareholders of Astellasimmediately prior to such merger does not cease to control ( as defined in Section 1.1 ) [COMPANY] after such merger, or a mergerinvolving an Affiliate of [COMPANY] in which the resulting entity remains an Affiliate of [COMPANY] after such merger, ( b ) anacquisition of all or substantially all of the assets of an acquired entity by [COMPANY] or an Affiliate or ( c ) a sale of a controlling(as defined in Section 1.1 ) interest of an acquired entity to [COMPANY] or an Affiliate