definiens: shall mean, with respect to NovaBay, any of the fol lowing events : ( i ) a Competitor of [COMPANY] becomes the ( as such term is used in section s 12(d ) and 13(d ) of the Securities Exchange Act of 1934, as amended ), of a majority of the total voting power r epresented by all classes of capital stock then out standing of NovaBay entitled to vote in elections of directors of NovaBay ; ( ii ) NovaBay consolidates with or merge s into a Competitor of [COMPANY], or a Competitor of [COMPANY] consolidates with or merges into NovaBay ; or ( iii ) NovaBay conveys, transfers or leases a substantial portion of its assets related to this Agreement to a Competitor of [COMPANY] in one or more related transactions and assigns this Agreement to such Competitor of Galde rma pursuant to Section 14.2 ; and shall mean any of the top thirty ( 30 ) dermatology companies by worldwide revenues as determined by th e then current IMS ( IMS Health Incorporated, Norwal k, CT ) D - Class rankings