definiens: means the occurrence of any of the following events : ( a ) the acquisition by ( i ) any Person that is a Large Pharmaceutical Company or ( ii ) any Persons including a LargePharmaceutical Company that together ( x ) are a group ( within the meaning of Section 13(d)(3 ), Section 14(d)(2 ) of theExchange Act, or any successor provision ) or ( y ) are acting, for purposes of acquiring, holding or disposing of securities, as agroup ( within the meaning of Rule 13d-5(b)(1 ) of the Exchange Act, or any successor provision ), in a single transaction or ina related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficialownership ( within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision ), of securities representingfifty percent ( 50 % ) or more of the total voting power of ( 1 ) [COMPANY] ( or the surviving company of such merger, consolidationor other business combination transaction, as applicable ) or ( 2 ) any one or more Persons who are direct or indirect parentholding companies of [COMPANY] or Affiliates controlling [COMPANY] ( [COMPANY], together with the Persons described in clause ( 2),each hereinafter referred to individually as a and collectively as the ) ; or ( b ) the sale or disposition, lease or transfer ( other than by way of merger or consolidation ), in one or a series of relatedtransactions, of all or substantially all of the assets or business of a [COMPANY] Group Company to any Person or group that is orcontains a Large Pharmaceutical Company ; or ( c ) any [COMPANY] Group Company enters into an agreement with any Person or group that is or contains a LargePharmaceutical Company providing for the matters described in clauses ( a ) or ( b ) above