definiens: means, with respect to a Party, any transaction or series of relatedtransactions that constitutes : ( i ) the sale or lease of all or substantially all of such Party ’s business orassets to an acquiring entity ; ( ii ) any merger, consolidation, share exchange, recapitalization, businesscombination or other transaction to which such Party is subject, resulting in the exchange or sale of all orsubstantially all of the outstanding shares of such Party for securities or other consideration paid, issued, orcaused to be issued, by the acquiring entity ; or ( iii ) an acquiring entity having obtained beneficial ownership offifty percent ( 50 % ) or more of the outstanding voting securities of such Party ; unless in any of cases ( ii ) or(iii ) the stockholders of such Party as of the date prior to the closing date of such transaction or series ofrelated transactions hold more than fifty percent ( 50 % ) of the voting securities in the surviving entity in suchtransaction or its parent outstanding immediately after the closing of such transaction or series oftransactions ( provided that a will not be deemed to have occurred by virtue ofGSK at any time holding more than fifty percent ( 50 % ) of the voting securities in SGI )