definiens: means the occurrence of any of the following events : ( a ) any or ( as such terms are used in Sections 13(d ) and 14(d ) of the E xchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan ) is or becomes the ( as define d in Rules 13d -3 and 13d -5 under the Exchange Act, except that a person or group shall be deemed to have of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only afte r the passage of time ( such right, an ) ), directly or indirectly, of Equity Interests representing [ * * * ] % or more of the aggregate ordinary voting power in the election of the Board of Directors of the Company represented by the issued and ou tstanding Equity Interests of the Company on a fully -diluted basis ( and taking into account all such securities that such person or group has the right to acquire pursuant to any option right ) provided, however, that ( x ) a person shall not be deemed benefi cial owner of, or to own beneficially, ( A ) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person ’s Affiliates until such tendered securities are accepted for purchase or exchange thereunder, or ( B ) any securities if such beneficial ownership ( i ) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and ( ii ) is not a lso then reportable on Schedule 13D ( or any successor schedule ) under the Exchange Act and ( y ) a transaction will not be deemed to involve a change of control under this clause ( a ) if ( A ) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and ( B)(i ) the direct or indirect holders of the voting Equity Interests of such holding company immediately following that transaction are the same as the holders of the Company ’s voting Equity Interests immediately prior to that transac tion and each holder holds the same percentage of voting Equity Interests of such holding company as such holder held of the Company ’s voting Equity Interests immediately prior to that transaction or ( ii ) the Company ’s voting Equity Interests outstanding i mmediately prior to such transaction are converted into or exchanged for, a majority of the voting Equity Interests of such holding company immediately after giving effect to such transaction ; or -5- ( b ) during any period of twelve ( 12 ) consecutive months, a majority of the members of the Board of Directors of the Company cease to be composed of individuals ( i ) who were members of that Board of Directors on the first day of such period, ( ii ) whose elec tion, appointment or nomination to that Board of Directors was approved by individuals referred to in clause ( i ) above constituting at the time of such election, appointment or nomination at least a majority of that Board of Directors ( either by a specific vote or by approval of the proxy statement of the Company in which such member was named as a nominee for election as a director, without objection to such nomination ) or ( iii ) whose election or nomination to that Board of Directors was approved by indivi duals referred to in clauses ( i ) and ( ii ) above constituting at the time of such election, appointment or nomination at least a majority of that Board of Directors ; ( c ) any, or any comparable term shall occur under any Permitted Debt Facility Document ; or ( d ) the Company or any of its Subsidiaries grants or transfers the right to Commercialize Mycapssa in the United States to any Person other than to the Company or any of its Subsidiaries