definiens: shall mean that [COMPANY] ( a ) completes a transaction in which [COMPANY] merges or consolidates with any other entity ( other than a wholly - owned subsidiary of [COMPANY] ) ; or ( b ) effects any other transaction or series of transactions ( other than a listing on a public recognized stock exchange or fund raising from existing or new investors in the ordinary course of business ), such that in either case of clause ( a ) or ( b ) the stockholders of [COMPANY] immediately prior thereto, in the aggregate, no longer own, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of the outstanding voting securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions and where in the case of ( a ) or ( b ) the acquiring entity is ( i ) a pharmaceutical company in the top 20 in the world ( measured by sales of prescription products as measured by a recognized independent Third Party such as IMS ) or ( ii ) a company which is involved in the clinical development or commercialization of any anti - infective or hospital - based product that competes with Partner 's products as of the date of closing of such transaction