definiens: means any transaction involving the following : ( i ) the distribution by [COMPANY] Laboratories, an Illinois co rporation, or any successor thereof ( ), to its shareholders of shares of a corporation ( ), which New Company ’s business operations comprise substantially either ( A ) the research ( non -generic ) based pharmaceutical business ( the ) of [COMPANY] Parent or ( B ) the business of [COMPANY] P are nt other than the Proprietary Pharmaceutical Business ( the ), and ( ii ) any contribution or other transfer of t he shares of [COMPANY] or any Affiliate of [COMPANY] to New Company or any Affiliate of New Company related to or in connection therewith ; provided that this Agreement is not assigned, conveyed, or otherwise transferred, by operation of law or otherwise ( including a transfer of shares of [COMPANY] to New Company ) to the New Com pany where it comprises the Other [COMPANY] Business and no t the Proprietary Pharmaceutical Business