definiens: shall mean an event where : a ) any Person(s ), meaning any natural person(s ), corporation(s ), general partnership(s ), limited partnership(s ), joint venture(s ), proprietorship(s ) or other business organization(s ), acquire beneficial ownership of capital stock of a party entitling the holder(s ) thereof to at least fifty - one percent ( 51 % ) of the voting power of the then outstanding capital stock of such party with respect to the election of directors of such party, or b ) a party enters into a merger, consolidation or similar transaction with another Person ( the ) in which ( i ) such -32 - 199902 party is not the surviving corporation in such transaction, ( ii ) the members of the Board of Directors of such party prior to such transaction constitute less than one half of the members of the Board of Directors of the Acquiring Corporation following such transaction, and ( iii ) at least fifty - one percent ( 51 % ) of the voting power of the outstanding capital stock of the Acquiring Corporation with respect to the election of directors folJowing such transaction is held by Persons who were shareholders of the Acquiring Corporation prior to such transaction, or c ) a party sells to any Person(s ) in one or more related transactions, properties or assets representing at least fifty - one percent ( 51 % ) of ( i ) such party 's consolidated total assets as reflected on its most recent Annual Report on Form 10 - K or Quarterly Report on Form IO - Q, provided that all or substantially all of the properties and assets used in connection with such party 's pharmaceutical business are included in such transaction(s ) and ( ii ) such party 's consolidated operating income for the most recent fiscal year as reflected on its most recent Annual Report on Form IO - K