definiens: means ( a ) a merg er, consolidation, recapitalization or other reorga nization of the Company, unless securities representing more than 50 % of the total combined voting power of the successor corporation are immediately thereafter be neficially owned, directly or indirectly and in sub stantially the same proportion, by the Persons who beneficiall y owned the Company ’s outstanding voting securities immediately prior to such transaction ; ( b ) a sale, transfer, exclusive license or other disposition of all or substantially all of the Company ’s assets or all or a majority of the Company ’s assets which relate to the IVT Option or Oral DME Option ( each as defined in the O ption Agreement ), or any plan of dissolution or liq uidation of the Company ; or ( c ) the closing of any transacti on or series of transactions to which any Person or any group of Persons comprising a within the meaning of Rule 13d-5(b)(1 ) of the Exchange Act becomes dir ectly or indirectly the beneficial owner ( within the mean ing of Rule 13d-3 of the Exchange Act ) of securitie s possessing ( or convertible into or exercisable for securities possessing ) more than 50 % of the total c ombined voting power of the Company ’s securities ( as measur ed in terms of the power to vote with respect to th e election [ * * * ] Confidential Treatment Requested