definiens: means any transaction or series of related transactions by which a Third Party pharmaceutical company acquires or becomes the beneficial owner of ( i ) fifty percent ( 50 % ) or more of the outstanding voting securities of 3DP or the surviving entity, whether by merger, consolidation, reorganization, tender offer or other similar means or ( ii ) all or substantially all of the assets of3DP . For purposes of this Section 10.11, shall mean a Third Party healthcare company 49 ( including a biotech company or a " group within the meaning of Section 13(d)(3 ) of the Securities Exchange Act of 1934 but excluding [COMPANY] and any Affiliates of the Parties ) whose net sales ( or reported equivalent ) of human phannaceutical in the most recently completed fiscal year for which audited financial statements are publicly available exceed $ [ 350 million ] as reported in such financial statements, or ifnot publicly available as appropriately provided by 3DP