definiens: means, with respect to a Party, any of the following transactions with a Third Party ( a ): ( a ) a merger or consolidation of such Party ( or of any of its Affiliates ) with the Third Party Acquirer whichresults in the holders of the voting securities of such Party outstanding immediately prior thereto ( other than the Third PartyAcquirer, its and ( as such terms are used in the Securities Exchange Act of 1934, as amended ) ) ceasingto represent, directly or indirectly, at least fifty percent ( 50 % ) of the combined voting power of the surviving entity ( or, ifapplicable, its parent company ) immediately after such merger or consolidation ; ( b ) the sale to the Third Party Acquirer of allor substantially all of the business of such Party to which this Agreement relates Confidential Treatment has been requested by ImClone Systems Incorporated for portions of this document