definiens: means with respect to BMS:(1 ) the acquisition, by any individual, entity or group ( within the meaning of Section 13(d)(3 ) or14(d)(2 ) of the Exchange Act ) ( a ) which is not, directly or indirectly, an Affiliate of [COMPANY], of all or substantially allof the property or assets of [COMPANY], other than an acquisition or series of related acquisitions in which [COMPANY] or its stockholdersreceive, directly or indirectly, as consideration for such property or assets, equity securities of such Person ( or any Affiliate ofsuch Person ) that, taken together with all other equity securities of such Person ( and any Affiliate of such Person ) owned, beneficially or of record, directly or indirectly, by any Affiliate of [COMPANY], in the aggregate constitute either ( i ) [ * ] or more ofthe outstanding equity securities of such Person or ( ii ) equity securities representing [ * ] or more of the Voting Power ( asdefined below ) of such Person ( or any Affiliate of such Person);(2 ) the acquisition by any Person which is not, directly or indirectly, an Affiliate of [COMPANY], of more than [ * ] of the Voting Power of [COMPANY], other than an acquisition or series of related acquisitions in which the stockholders of BMSimmediately prior to the consummation of such acquisition ( or, in the case of a series of related acquisitions, the stockholdersof [COMPANY] immediately prior to the consummation of the first of such series of acquisitions ) receive, an ownership interest, directly or indirectly, beneficially or of record, in equity securities of [COMPANY] that, taken together with all other equity securitiesof [COMPANY] owned, directly or indirectly, beneficially or of record, by an Affiliate of [COMPANY], represent an aggregate of either ( i ) [ * ] or more of the outstanding equity securities or ( ii ) equity securities representing [ * ] or more of the Voting Power of BMSimmediately following the consummation of such acquisition ( or, in the case of a series of acquisitions, immediatelyfollowing the consummation of the last of the acquisitions that has been consummated in such series ), in any case solely to theextent that such acquisition would require divestiture of either Product or an Alternative Product ; or(3 ) the consummation of any merger, consolidation or other business combination transaction involvingBMS, other than through any transaction or series of related transactions in which the [COMPANY] stockholders immediately prior tothe consummation of such 19 * CONFIDENTIAL TREATMENT REQUESTED . CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSIONtransaction ( or, in the case of a series of transactions, the [COMPANY] stockholders immediately prior to the consummation of the firstof such series of transactions ) receive, an ownership interest, directly or indirectly, beneficially or of record, in equitysecurities of the Surviving Entity ( or any Affiliate of the Surviving Entity ) that, taken together with all other equity securitiesof the Surviving Entity ( or any Affiliate of the Surviving Entity ) owned, directly or indirectly, beneficially or of record, by anAffiliate of [COMPANY], represent an aggregate of either ( i ) [ * ] or more of the outstanding equity securities or ( ii ) equity securitiesrepresenting [ * ] or more of the Voting Power of the Surviving Entity ( or any Affiliate of the Surviving Entity ) immediatelyfollowing the consummation of such transaction ( or, in the case of a series of transactions, immediately following theconsummation of the last of the transactions that has been consummated in such series )