definiens: means, with respect to Nektar, ( a ) the sale or di sposition to a Third Party of the assets of Nektar to which the subject matter of thi s Agreement relates, ( b ) the acquisition by a Third Party which constitutes one person, as such term is used in Sec tion 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended, together with any of such person ’s or as such terms are defined in the Securities Exchange Act of 1934, other than an employee benefi t plan ( or related trust ) sponsored or maintained b y Nektar or any of its Affiliates or persons as such term is used in the Internal Revenue C ode, of more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of Nektar, ( c ) the acquisit ion, merger or consolidation of Nektar with or into another Person, other than, in the case of this definition, an ac quisition or a merger or consolidation of Nektar in which the hold ers of shares of voting capital stock of Nektar, i m mediately prior to such acquisition, merger or consolidation will beneficially own, directly or indirectly, at l east fifty percent ( 50 % ) of the shares of voting capital stock of the acquiring Third Party or the surviving entity in su ch acquisition, merger or consolidation, as the case may be, immedi ately after such acquisition, merger or consolidati on, or ( d ) the sale or disposition to a Third Party of all or substantially all of the assets of Nektar