definiens: means any transaction resulting in the sale of ( 1 ) all or substantially all of the assets of IMMUCELL, ( 2 ) the assets comprising the Technology and Patent Rights licensed by IMMUCELL hereunder, or ( 3 ) beneficial ownership, direct or indirect, of capital stock representing 50 % or more of the numb er of votes that may be cast to elect directors of IMMUCELL, bu t in each case excluding ( a ) a reorganization or go ing - private transaction in which no person or group own s or controls more than 35 % of the outstanding stoc k of IMMUCELL, except where any such person or group acq uiring ownership or control of more than 10 % of suc h stock is a material competitor of PFIZER ’s animal h ealth business, and ( b ) a transaction involving PFI ZER or any of its Affiliates