definiens: means, with respect to ILDONG, a transaction or series of related transactions(including any merger, consolidation, share exchange, reorganization or combination ) involving ILDONG and any ThirdParty that results in ( a ) the holders of outstanding voting securities of ILDONG immediately prior to such transaction ceasingto represent at least fifty percent ( 50 % ) of the combined outstanding voting power of ILDONG or of the surviving orcontinuing entity immediately after such transaction or series of transactions ; ( b ) any Third Party ( other than a trustee orother fiduciary holding securities under an employee benefit plan ) becoming the beneficial owner of fifty percent ( 50 % ) ormore of the combined voting power of the outstanding securities of ILDONG ( including as a single Third Party all personswho in concert or act together as a for purposes of acquiring shares of ILDONG, in accordance with Section 13(d ) ofthe Securities Act of 1934 ) ( other than an investment transaction by an entity not engaged in the pharmaceutical orbiotechnology business, the purpose of which is to raise capital for ILDONG ) ; or ( c ) the sale or other disposition to a ThirdParty of all or substantially all of ILDONG ’s assets or business to which this Agreement relates