definiens: means, with respect to a Party, the occurrence of any of the following:(a ) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganization involving aThird Party ( ), as long as the stockholders of such Party immediately prior to the Merger own less than fifty percent(50 % ) of the surviving entity ’s voting power immediately after the Merger;(b ) a change in the beneficial ownership of fifty percent ( 50 % ) or more of the voting securities of any Party ( whether in asingle transaction or series of related transactions ) where, immediately after giving effect to such change, the legal orbeneficial owner of more than fifty percent ( 50 % ) of the voting securities of such Party is a Third Party, excluding any equityinvestments by venture capitalists or investment banks or other non - strategic investors, who alone or with their Affiliates, arenot themselves in the business of developing and commercializing pharmaceutical products ; or - 3 -(c ) the sale, transfer, lease, license or other disposition to a Third Party of all or substantially all of a Party ’s assets in oneor a series of related transactions