definiens: means, with respect to Anacor, the occurrence of any of the following : ( a ) any or ( as such terms are defined below ) other than Anacor ( or anyControlling Affiliate of Anacor as of the Effective Date ) ( i ) is or becomes the ( as defined below ), directlyor indirectly, of shares of capital stock or other interests ( including partnership interests ) of Anacor ( or any ControllingAffiliate of Anacor ) then outstanding and normally entitled ( without regard to the occurrence of any contingency ) to vote inthe election of the directors, managers or similar supervisory positions ( ) of Anacor ( or its ControllingAffiliate ) representing fifty percent ( 50 % ) or more of the total voting power of all outstanding classes of Voting Stock ofAnacor ( or its Controlling Affiliate ) or ( ii ) has the power, directly or indirectly, to elect a majority of the members of Anacor’s(or its Controlling Affiliate ’s ) board of directors or similar governing body ( as the case may be, ) ; or ( b ) Anacor ( or its Controlling Affiliate ) enters into a merger, consolidation or other form ofbusiness combination, share exchange, reorganization, recapitalization or other similar extraordinary transaction or series oftransactions with another Person ( whether or not Anacor ( or its Controlling Affiliate ) is the surviving entity ) and as a result ofsuch merger, consolidation or other form of business combination, share exchange, reorganization, recapitalization or similarextraordinary transaction, ( i ) the members of the Board of Directors of Anacor ( or its Controlling Affiliate ) immediately priorto such transaction constitute less than a majority of the members of the Board of Directors of Anacor ( or its ControllingAffiliate ) or, if not Anacor ( or its Controlling Affiliate ), such surviving Person immediately following such transaction orseries of transactions or ( ii ) the Persons that beneficially owned, directly or indirectly, the shares of Voting Stock of Anacor(or its Controlling Affiliate ) immediately prior to such transaction or series of transactions cease to beneficially own, directlyor indirectly, shares of Voting Stock representing at least a majority of the total voting power of all outstanding classes ofVoting Stock of the surviving Person in substantially the same proportions as their [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, ISFILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIESEXCHANGE ACT OF 1934, AS AMENDED