definiens: means any transaction or series of related transactions in which a Major Health Care Company acquires or becomes the beneficial owner of ( i ) more than fifty - one percent ( 51 % ) of the outstanding voting securities of Arena or the surviving entity, 40 . whether by merger, consolidation, reorganization, tender offer or similar means, or ( ii ) all or substantially all of the assets of Arena, shall mean a Third Party phannaceutical or biotechnology company ( including a within the meaning of Section 13(d)(J ) of the Securities Exchange Act of 1934 but excluding J&J and any affiliates of J&J ) whose worldwide net sales of human pharmaceutical products, including consumer over - the - counter phannaceutical products, in the most recently completed fiscal year for which audited financial statements are publicly available at the time such Change of Control occurs, causes such company ( or group ) to rank within the top iiftcen ( 15 ) companies as reported in sllch financial y­statements, or if sllch infomlation is not publicly available, as appropriately provided by Arena