definiens: shall mean any of the following events : ( i ) the acquisition by a Third Party ( other than a Third Party controlling a Party as of the Effective Date ) of more than fifty percent ( 50 % ) of the shares of such Party 's capital stock, the holders of which have general voting power under ordinary circumstances to elect at least a majority of such Party 's board of directors ( the ), but excluding any such acquisition that is a bona fide equity financing of such Party with arm's - length financial investors where such an investor is not within the top 20 globally ranked pharmaceutical companies ( as ranked by annual sales ) ; ( ii ) the approval by a Party 's stockholders of a merger, share exchange, reorganization, consolidation or similar transaction of IBL or Intellect ( a ), other than a Transaction which would result in the Voting Stock of IBL or Intellect outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) more than fifty percent ( 50 % ) of the Voting Stock of IBL or Intellect or such surviving entity immediately after such Transaction ; or ( iii ) approval by a Party 's stockholders of a complete liquidation of such Party or a sale or disposition of all or substantially all of the assets of such Party