definiens: means that any of the fol lowing has occurred : ( a ) any Person or group that is a Large Pharmaceut ical Company becomes the beneficial owner, directly or indirectly, of fifty percent ( 50 % ) or more of the outstanding Voting Sto ck or voting power over Voting Stock of ( i ) PSIVIDA or ( ii ) any one or more Persons which are direct or indirect pa rent holding companies of PSIVIDA or Affiliates controll ing PSIVIDA ( PSIVIDA, together with the Persons described in clause ( ii ), each hereinafter referred to, individually, as an an d, collectively, as the ) ; or ( b ) any PSIVIDA Group Company enters into an agree ment with any Person or group that is a Large Pharmaceutical Company provid ing for the sale or disposition of all or substanti ally all of the assets of the PSIVIDA Group Companies, on a con solidated basis, or all or substantially all of the assets of the PSIVIDA Group Companies related to the Field, o n a consolidated basis ; or ( c ) any PSIVIDA Group Company enters into an agree ment with any Person or group providing for a merger, reorganization, conso lidation or other similar transaction ( or series of related transactions ) of any PSIVIDA Group Company with suc h Person or any Affiliate of such Person, in each c ase, that is a Large Pharmaceutical Company ( other than with any of the PSIVIDA Group Company ’s wholly - owne d subsidiaries ) or with such group that contains a La rge Pharmaceutical Company, that results in the sha reholders of the applicable PSIVIDA Group Company immediately before the occurrence of such transaction ( or seri es of transactions ) beneficially owning less than a major ity of the outstanding Voting Stock or voting power over Voting Stock of the surviving or newly - created enti ty in such transaction ( or series of transactions ) ; or * Confidential information has been omitted and fil ed separately with the Securities and Exchange Comm ission pursuant to a confidential treatment request