definiens: means, with respect to Licensor or its parent entity ( the ): ( a ) a transaction or seriesof related transactions that results in the sale or other disposition of all or substantially all of the Target ’s assets;or ( b ) a merger or consolidation in which, whether or not the Target is the surviving corporation, the shareholders ofthe Target immediately prior to the consummation of such merger or consolidation do not, immediately afterconsummation of such merger or consolidation, possess, directly or indirectly through one or more intermediaries, a majority of the voting power of all of the surviving entity ’s outstanding stock and other securities and the powerto elect a majority of the members of the surviving entity ’s board of directors ; or ( c ) a transaction or series ofrelated transactions ( which may include a tender offer for the Target ’s stock or the issuance, sale or exchange ofstock of the Target ) if a single Person or group of Persons who are Affiliates ( including, without limitation, Affiliatesthat are venture capital or investment divisions of such Person ) and who are engaged in the research, development, manufacturing and commercialization of pharmaceutical products acquire the Target ’s stock in suchtransaction or series of related transactions that possesses a majority of the voting power of all of the Target’soutstanding stock and other securities and the power to elect a majority of the members of the Target ’s board ofdirectors