definiens: means that any of the following has occurred:(a ) any Person or group becomes the beneficial owner, directly or indirectly, of fifty percent ( 50 % ) or more of theoutstanding Voting Stock or voting power over Voting Stock of ( i ) [COMPANY] or ( ii ) any one or more Persons which are direct orindirect parent holding companies of [COMPANY] or Affiliates controlling [COMPANY] ( [COMPANY], together with the Persons described inclause ( ii ), each hereinafter referred to, individually, as a and, collectively, as the ) ; provided, however, that ( A ) if such Person or group already is the beneficial owner, directly or indirectly, offifty percent ( 50 % ) or more of such outstanding Voting Stock or voting power, then the acquisition of additional such VotingStock or voting power shall not be a and ( B ) shall not include any bona fideequity financings of [COMPANY] by financial investors ( i.e., where a majority of the amount invested is from investors that are notpharmaceutical companies ) ; or(b ) any [COMPANY] Group Company enters into an agreement with any Person or group providing for the sale ordisposition of all or substantially all of the assets of the [COMPANY] Group Companies, on a consolidated basis ; or(c ) any [COMPANY] Group Company enters into an agreement with any Person providing for the matters described insubsection ( a ) or ( b ) above;For purposes of this definition of only : ( A ) references to any [COMPANY] Group Company shall be deemed toinclude all successors in any merger, consolidation, reorganization or similar transaction ( or series of related transactions)preceding any transaction ( or series of related transactions ) described above ; ( B ) ( and other correlativeterms ) means beneficial ownership as defined in Rule 13d-3 under the United States Securities and Exchange Act of 1934, asamended ; it being understood and agreed that shall also include any securities which any Person orany of such Person ’s Affiliates has the right to acquire ( whether such right is exercisable immediately or only after the passageof time ) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise ; ( C ) means group as defined in the Securities Exchange Act of 1934, asamended and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof ; and(D ) ( including, with correlative meanings,, and ) of anentity means possession, direct or indirect, of ( i ) the power to direct or cause direction of the management and policies of suchentity ( whether through ownership of securities or partnership or other ownership interests, by contract or otherwise ), or ( ii ) atleast fifty percent ( 50 % ) of the voting securities ( whether directly or pursuant to any option, warrant or other similararrangement ) or other comparable equity interests of such entity