definiens: means ( a ) completion ofa merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender or exchange offer, private purchase, business combination, recapitalization or other transaction involving [COMPANY] as a result of which either ( 1 ) thestockholders of [COMPANY] immediately preceding such transaction hold less than [ * * ] of the outstanding shares, or less than [ * * ] of the outstanding voting power, respectively, of the ultimate company or entity resulting from such transactionimmediately after consummation thereof ( including a company or entity which as a result of such transaction owns the thenoutstanding securities of [COMPANY] or all or substantially all of [COMPANY] ’ assets, including [COMPANY] ’ assetsrelated to the Licensed Compounds and Products, either directly or through one or more subsidiaries ), or ( 2 ) any single ThirdParty person or group ( within the meaning of the U.S. Securities Exchange Act of 1934 and the rules of the SEC thereunder as ineffect, referred to as a ) holds [ * * ] or more of the outstanding shares or voting power of the ultimate company or entityresulting from such transaction immediately after the consummation thereof ( including a company or entity which as a result ofsuch transaction owns the then outstanding securities of [COMPANY] or all or substantially all of [COMPANY] ’ assets eitherdirectly or through one or more subsidiaries ) ; ( b ) the direct or indirect acquisition ( including by means of a tender offer or anexchange offer ) by any Third Party person or Group of beneficial ownership ( within the meaning of the U.S. Securities ExchangeAct of 1934 and the rules of the SEC thereunder as in effect ), or the right to acquire beneficial ownership, or formation of anyThird Party Group which beneficially owns or has the right to acquire beneficial ownership, of [ * * ] or more of either theoutstanding voting power or the then outstanding shares of [COMPANY], in each case on a fully diluted basis ; ( c ) individualswho, as of the date hereof, constitute the Board of Directors of such company ( the ) cease for any reason toconstitute at least a majority of the Board of Directors of such company ; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, or nomination for election by such company ’s shareholders, was approvedby a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumptionof office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board of Directors of suchcompany ; ( d ) the adoption of a plan relating to the liquidation or dissolution of [COMPANY], other than in connection with acorporate reorganization ( without limitation of clause ( a ), above ) ; ( e ) the sale or disposition to a Third Party of all orsubstantially all the assets of [COMPANY] ( determined on a consolidated basis ), including [COMPANY] ’ assets related to theLicensed Compounds and Products ; or ( f ) the sale or disposition to a Third Party of assets or businesses that constitute 50 % ormore of the total revenue or assets of [COMPANY] ( determined on a consolidated basis ), including [COMPANY] ’ assets orbusiness related to the Licensed Compounds and Products