definiens: means, with respect to a Party, ( a ) a transaction or series of related transactions that results in the sale or other disp osition of all or substantially all of such Party ’s assets ; or ( b ) a merger or consolidation in which, whether or not su ch Party is the surviving corporation, the sharehol ders of such Party immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, posse ss, directly or indirectly through one or more inte rmediaries, a majority of the voting power of all of the surviv ing entity ’s outstanding stock and other securities and the power to elect a majority of the members of the surviving entity ’s board of directors ; or ( c ) a transaction or series of related transactions ( which may include a tender of fer for such Party ’s stock or the issuance, sale, o r exchange of stock of the Party ) if a single Person or group of Persons who are Affiliates ( including, without limi tation, Affiliates that are venture capital or investment divisions of such Person ) and who are engaged in the research, development, manufacturing and commercialization of pharmaceutic al products acquire the Party ’s stock in such trans action or series of related transactions that possesses a maj ority of voting power of all of the Party ’s outstan ding stock and other securities and the power to elect a majority of the members of the Party ’s board of directors