definiens: means ( a ) a merger or consolidation of Celltccb and a Significant Pbannaceutical Enterprise whic : h RSUlts in the voting securities ofCeUtecb outstanding immediately prior thereto ceasing 10 represent at least fiftypercent ( SOOA . ) oftbe combined voting power of the surviving entity immediately after such merger or consolidation . ( b ) a Significant Pharmaceutical EDterprise, together with its Affiliates, becoming the beneficial owner of fifty 2 PHl ... J ' . .t44S9'a2 vI t WORD91- . _ percent ( 50 % ) or more of the combined voting power of the outslanding securities ofCeUtech, or ( c ) the sale or otber traosfer of all or substantially all ofCellteeh 's assets which relate to this Agreement to 8 Significant Pharmaceutical Enterprise