definiens: shall mean, with respect to the applicable Party, an event where : ( A ) any Third Party ( alone or togethe r with such Third Party 's Affiliates ) or ( as such term is defined under Section 13(d ) of the Securities Exchange Act of 1934, as amended ) ( i ) ac quires beneficial ownership of capital stock of such Party entitling the holde r(s ) thereof to greater than fifty percent ( 50 % ) of the voting power of the then outstanding capital stock of such Party with respect to the election of direc tors of such Party, or ( ii ) otherwise actually controls or is in a controlling position with respect to the voting power of the then outstanding capital stock of such Party ; or AMENDED AND RESTATED [COMPANY] - PAR LICENSE & SUPPLY AGMT ( EXECUTION ) 3 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH SECURITIES AND EXCHANGE C OMMISSION ASTERISKS DENOTE SUCH OMIS SION ( B ) such Party consummates a merger, con solidation, reorganization or similar transaction or series of related tran sactions, whether direct or indirect, with another Third Party, alone or tog ether with such Third Party 's Affiliates ( the ), in whic h : ( i ) such Party is not the surviving corporation in such transaction, ( ii ) the members of the Board of Directors of such Party prior to such transaction constitute less than one half of the members of the Board of Directors of the Acq uiring Corporation following such transaction, ( iii ) greater than fifty percent ( 50 % ) of the voting power of the outstanding capital stock of the Acquiring Co rporation with respect to the election of directors following such transaction is held by Third Parties who were shareholders of the Acquiring Corporation pr ior to such transaction, or ( iv ) such Party is otherwise effectively co ntrolled by the Acquiring Corporation, or ( C ) such Party sells to any Third Party ( s ) ( alone or together with such Third Party 's Affiliates ) in one or more relat ed transactions properties or assets representing greater than fifty percent ( 50 % ) of : ( i ) such Party 's consolidated total assets as reflected on its most recent annual audited financial statements, provided that all or substa ntially all of the properties and assets used in connection with such Party 's pharmaceutical business are included in such transaction(s ), ( ii ) such Party 's pharmaceutical business, or ( iii ) such Party 's consolidated operating income fo r the most recent fiscal year as reflected on its most recent annual audited fina ncial statements