definiens: means with respect to the Compa ny : ( a)the acquisition by any individual, entity or gro up ( within the meaning of Section 13(d)(3 ) or 14(d ) ( 2 ) of the Securities Exchange Act of 1934, as amended ) ( a ) of beneficial ownership ( wi thin the meaning of Rule 13d-3 promulgated under the Securit ies Exchange Act of 1934, as amended ) ; it being understood that shall also i nclude any securities which any Person or any of su ch Person 's Affiliates has the right to acquire ( wheth er such right is exercisable immediately or only af ter the passage of time, pursuant to any agreement, arrange ment, understanding, or upon the exercise of conver sion right, exchange rights, warrants or options, or oth erwise ) of fifteen percent ( 15 % ) or more of either ( i ) the then outstanding common stock of the Company or ( ii ) the combined voting power of the then outstanding voti ng securities of the Company ; 2 ( b ) the entry into by the Company of a definitiv e agreement relating to, or the consummation by the Company of, any merger, consolidation, reorganizati on, restructuring, liquidation, debt adjustment or readjustment or other business combination transact ion involving the Company or one of its Subsidiarie s ( each, a ), whether or not in connection with a bankruptcy or court proceedin g, unless immediately following such Business Combinat ion Transaction, the individuals and entities who w ere the beneficial owners of the outstanding common stock a nd outstanding voting securities of the Company immediately prior to such Business Combination Tran saction, respectively, beneficially own, directly o r indirectly ( including through one or more holding c ompanies or subsidiaries ), more than eighty - five pe rcent ( 85 % ) of the outstanding common stock and the combi ned voting power of the outstanding voting securiti es, as the case may be, of the corporation or other entity resulting from such Business Combination Transacti on ( including a corporation or other entity which as a result of such transaction owns the then outstandi ng securities of the Company or all or substantially all of the C ompany 's assets either directly or through one or m ore subsidiaries ) ; ( c ) the Company or any of its Subsidiaries assig ns, sells, licenses or otherwise transfers to any Specified Person(s ) ( other than [COMPANY] or its Affil iates ), in one or more related transactions, all or a material portion of the properties or assets of the Company or its Subsidiaries ; or ( d ) the individuals who, as of the date that Pfi zer ceases to control at least fifty percent ( 50 % ) of the outstanding voting securities of the Company with r espect to the election of directors of the Company ( the ), constitute the board of director s of the Company ( the ) ceasing fo r any reason to constitute fifty percent ( 50 % ) or more of the board of directors of the Company ; provided th at any individual becoming a director subsequent to the Re ference Date whose election, or nomination for elec tion by the Company 's stockholders, was approved by a vote of at least a majority of the directors then compri sing the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, bu t excluding, for this purpose, any such individual wh ose initial assumption of office occurs as a result of ( i ) an actual or threatened election contest with respect to the election or removal of directors or other ac tual or threatened solicitation of proxies or consents by o r on behalf of a Specified Person other than the bo ard of directors of the Company and ( ii ) any Business Comb ination Transaction ; provided that notwithstanding anything to the contr ary in the foregoing ( a ) through ( d ) or elsewhere herein, no Change of Control shall be deemed to hav e occurred solely by reason of [COMPANY] distributing to its stockholders any common stock owned by it following the date of this Agreement pursuant to ( x ) a divid end or other distribution to [COMPANY] stockholders or ( y ) an exchange offer pursuant to which [COMPANY] exchanges shares of Company common stock for outstanding shares of Pfiz er common stock