definiens: means, with respect to the Company, Licensor or its parent entity ( the ): ( a ) atransaction or series of related transactions that results in the sale or other disposition of all or substantiallyall of the Target ’s assets ; or ( b ) a merger or consolidation in which, whether or not the Target is the survivingcorporation, the shareholders of the Target immediately prior to the consummation of such merger orconsolidation do not, immediately after consummation of such merger or consolidation, possess, directly orindirectly through one or more intermediaries, a majority of the voting power of all of the surviving entity’soutstanding stock and other securities and the power to elect a majority of the members of the survivingentity ’s board of directors ; or ( c ) a transaction or series of related transactions ( which may include a tenderoffer for the Target ’s stock or the issuance, sale or exchange of stock of the Target ) if a single Person orgroup of Persons who are Affiliates ( including, without limitation, Affiliates that are venture capital orinvestment divisions of such Person ) and who are engaged in the research, development, manufacturing andcommercialization of pharmaceutical products acquire the Target ’s stock in such transaction or series ofrelated transactions that possesses a majority of the voting power of all of the Target ’s outstanding stock andother securities and the power to elect a majority of the members of the Target ’s board of directors