definiens: means any of the following events : ( a ) any Significant Pharmaceutical Company becomes thebeneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock thenoutstanding of [COMPANY] normally entitled to vote in elections of directors, as a result of a single transaction or a series ofrelated transactions ; ( b ) [COMPANY] consolidates with or merges into a Significant Pharmaceutical Company or an Affiliate of aSignificant Pharmaceutical Company, or any such Significant Pharmaceutical Company or Affiliate consolidates with ormerges into [COMPANY], in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting powerof the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the partiesholding at least fifty percent ( 50 % ) of the outstanding shares of [COMPANY] preceding the execution of the agreement governingsuch consolidation or merger ; or ( c ) [COMPANY] conveys, transfers or leases all or substantially all of its assets to a SignificantPharmaceutical Company or an Affiliate of a Significant Pharmaceutical Company