definiens: means any of the following : ( a ) a merger or consolidation of PTI into or with any Personthat is not an Affiliate of PTI ( an ), or a transfer of the outstanding voting equity securities of PTIto one or more Unaffiliated Acquirors in a single transaction or series of transactions, in which, in either case, themembers, stockholders or shareholders of PTI immediately prior thereto, in the aggregate, no longer own, directly orindirectly, beneficially or legally, at least fifty percent ( 50 % ) of the voting power of PTI ’s, or any successor entity’s, issued and outstanding voting equity securities after such transaction or transactions ; ( b ) any Third Party operatingentity that is directly engaged in the pharmaceutical, biotechnology or similar life sciences business, including theirventure capital or other Affiliates ( including as a single Third Party all Third Parties who act in concert or act togetheras a group for the purpose of acquiring shares of PTI in order to direct the day - to - day affairs of PTI or to divest thoseportions of PTI which are reasonably necessary for the conduct of PTI ’s activities under this Agreement ), becomingthe beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of PTI;or ( c ) the sale or other disposition to a Third Party of all or substantially all of PTI ’s assets or business