definiens: means : ( a ) the Company enters into, or publicly announces the intention to enter into, a deﬁnitive written agreement with any Personother than the Subscriber ( or any of its Aﬃliates ) to consummate a merger, consolidation or similar transaction pursuant to which ( 1 ) anyPerson other than the Subscriber ( or any of its Aﬃliates ) will acquire 50 % or more of the issued voting share capital of the Company or(2 ) the Company and its subsidiaries will sell to any Person other than the Subscriber ( or any of its Aﬃliates ) all or substantially all of theconsolidated assets of the Company and its consolidated subsidiaries ; ( b ) the Board of Directors of the Company recommends to the shareholders of the Company any acquisition by any Person ofall or more than 50 % of the issued voting share capital of the Company or all or substantially all of the consolidated assets of theCompany and its consolidated subsidiaries ; ( c ) any Person or ( as deﬁned in the Exchange Act and the rules promulgated thereunder ) that is or includes a company(other than the Subscriber or any of the Subscriber ’s controlled Aﬃliates ) that is in the business of developing, marketing, selling ormanufacturing human therapeutics ( such company, a ) acquires, or publicly announces a proposal orintention to acquire, Voting Securities representing 25 % or more of the then outstanding Voting Securities ; or ( d ) any Person or that is or includes a Pharmaceutical Company commences a tender or exchange oﬀer to acquire 50%or more of the issued voting share capital of the Company