definiens: shall mean, with respect to the applicable Party, an event where : ( a ) any Third Party ( alone or together with such Third Party 's Affiliates ) or ( as such term is defined under Section 13(d ) of the Securities Exchange Act of 1934, as COLIAGENEX - MUTUAL License & Supply Agmt 3 amended ) ( i ) acquires beneficial ownership of capital stock of such Party entitling the holder(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 directors 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 ( b ) such Party consummates a merger, consolidation, reorganization or similar transaction or series of related transactions, whether direct or indirect, with another Third Party, alone or together with such Third Party 's Affiliates ( the ), in which : ( 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 Acquiring Corporation following such transaction, ( iii ) greater than fifty percent ( 50 % ) of the voting power of the outstanding capital stock of the Acquiring Corporation with respect to the election of directors following such transaction is held by Third Parties who were shareholders of the Acquiring Corporation prior to such transaction, or ( iv ) such Party is otherwise effectively controlled 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 related 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 substantially 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 for the most recent fiscal year as reflected on its most recent annual audited financial statements