definiens: shall mean : ( a ) any transaction or series of related transactions(including mergers, consolidations and other forms of business 14 consolidations ) following which [COMPANY] and/or its Affiliates own at least 50 % of the outstanding equity securities ofTheravance, the entity surviving such transaction or any direct or indirect parent entity of such continuing or survivingentity ; ( b ) the sale, lease, license, transfer or other disposal of all or substantially all of the business or assets ofTheravance to [COMPANY] and/or its Affiliates ; ( c ) the assignment by Theravance or its Affiliate to [COMPANY] or its Affiliate of allor substantially all of its rights and obligations under the Collaboration Agreement or the Strategic Alliance Agreement;(d ) the Transfer to [COMPANY] and/or its Affiliates of a Majority in Interest of the Class A Units ; or ( e ) the occurrence of(1 ) the breach or violation by Theravance of the [COMPANY] Agreements or the taking of other action by Theravance, in eachcase, that gives [COMPANY] the right to terminate or invalidate the [COMPANY] Agreements or the terms thereof relating to theAssigned Drug Programs and ( 2 ) the termination or invalidation of the [COMPANY] Agreements or the terms thereof relatingto the Assigned Drug Programs by [COMPANY]