definiens: means that any of the following has occurred : ( a ) any Person or group that is or contains a Large Pharmaceutical Company becomes the beneficial owner, directly or indirectly, of fifty percent ( 50 % ) or more of the outstanding Voting Stock or voting power over Voting Stock of ( i ) [COMPANY] or ( ii ) anyone or more Persons which are direct or indirect parent holding companies of [COMPANY] or Affiliates controlling [COMPANY] ( [COMPANY], together with the Persons described in clause ( ii ), each hereinafter referred to, individually, as a and, collectively, as the ) ; or ( b ) any [COMPANY] Group Company enters into an agreement with any Person or group that is or contains a Large Pharmaceutical Company providing for the sale or disposition of all or substantially all of the assets of the [COMPANY] Group Companies, on a consolidated basis ; or ( c ) any [COMPANY] Group Company enters into an agreement with any Person or group providing for a merger, reorganization, consolidation or other similar transaction ( or series of related transactions ) of any [COMPANY] Group Company with such Person or any Affiliate of such Person, in each case, that is a Large Pharmaceutical Company ( other than with any of the [COMPANY] Group Company 's wholly - owned subsidiaries ) or with such group that contains a Large Pharmaceutical Company, that results in the shareholders of the applicable [COMPANY] Group Company immediately before the occurrence of such transaction ( or series of transactions ) beneficially owning less than a majority of the outstanding Voting Stock or voting power over Voting Stock of the surviving or newly - created entity in such transaction ( or series of transactions ) ; or ( d ) a change in the board of directors of any [COMPANY] Group Company in which the individuals who constituted the board of directors of such [COMPANY] Group Company at the beginning of the two ( 2)-year period immediately preceding such change ( together with any other director whose election by the board of directors of such [COMPANY] Group Company or whose nomination for election by the stockholders of such [COMPANY] Group Company was approved by a vote of at least a majority ofthe directors then in -3 - office either who were directors at the beginning of such period or whose election or nomination for election was previously so approved ) cease for any reason to constitute a majority of the directors then in office, provided that this clause ( d ) shall apply only if such change in the board of directors occurred as a result of or in connection with the votes or nominations of, proxy solicitations by or other action by a Person or group that is or contains a Large Pharmaceutical Company ; or ( e ) any [COMPANY] Group Company enters into an agreement with any Person providing for the matters described in clause ( a ), ( b ) or ( d ) above