definiens: means : ( 1 ) the sale of all or substantially all of Eagle ’s assets or business ( including all the assets andbusiness relating to this Agreement and the assignment of this Agreement, the Supply Agreement, the Quality Agreement andthe Pharmacovigilance Agreement ) to an M&A Party ; ( 2 ) a merger, reorganization or consolidation involving Eagle and anM&A Party, in which the voting securities of Eagle outstanding immediately prior thereto cease to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization orconsolidation ; or ( 3 ) a transaction or series of related transactions in which an M&A Party, or an M&A Party and its Affiliatesacting in concert, acquire more than fifty percent ( 50 % ) of the voting equity securities or management control of Eagle;provided, however, that, with respect to any sale described in clause ( 1 ), and with respect to a transaction described in clause(2 ) or ( 3 ) if this Agreement is assigned by Eagle to such M&A Party or its Affiliate in accordance with Section 13.2, allreferences to Eagle in this Agreement following such Change of Control shall mean, as applicable, such M&A Party or suchAffiliate of such M&A Party as assignee of Eagle