definiens: means the occurrence of any of the following : ( a ) any merger, consolidation or sale or transf er of all or substantially all of the assets, or ot her similartransaction to which Palatin is a party unless, fol lowing such transaction or transactions, ( i ) the in dividualsand entities who were the beneficial owners of the outstanding voting securities of Palatin immediatel yprior to such transaction beneficially own, directl y or indirectly, at least fifty percent ( 50 % ) of th ecombined voting power of the then outstanding votin g securities entitled to vote generally in the elec tionof directors or similar governing persons of the co rporation or other entity resulting from such trans action ( ) in substantially the same proportions as their ownership immediately prior to suchtransaction of such outstanding voting securities, and ( ii ) at least fifty percent ( 50 % ) of the member s of theBoard of Directors or similar governing body of the Successor were members of the Board of Directors o fPalatin at the time of the execution of the initial agreement, or the action of the Board of Directors ofPalatin, providing for such transaction