definiens: means the occurrence of any of the following : ( a ) any consolidation or merger ofParent with or into any Adverse BDSI Acquirer, or any other corporate reorganization, acquisition or other transactioninvolving Parent and an Adverse BDSI Acquirer, in which those persons or entities that are stockholders of Parentimmediately prior to such consolidation, merger or reorganization own less than fifty percent ( 50 % ) of the survivingentity ’s voting power immediately after such consolidation, merger or reorganization ; ( b ) a change in the legal orbeneficial ownership of fifty percent ( 50 % ) or more of the voting securities of Parent ( whether in a single transaction orseries of related transactions ) where, immediately after giving effect to such change, the legal or beneficial owner ofmore than fifty percent ( 50 % ) of the voting securities of Parent is an Adverse BDSI Acquirer ; or ( c ) the sale, transfer, lease, license or other disposition of all or substantially all of Parent ’s assets or business ( or that portion thereofrelated to the subject matter of this Agreement, including the shares or assets of Arius or Arius Two ) in one or aseries of related transactions to an Adverse BDSI Acquirer . Notwithstanding the foregoing, an Adverse BDSIAcquisition shall not include a bona fide financing transaction in which voting control of Parent transfers to one ormore persons or entities who acquire Parent ’s equity securities from Parent in exchange for either an investment inParent or the cancellation of indebtedness owed by Parent, or a combination thereof, unless the securities issued to asingle Adverse BDSI Acquirer in such financing constitute more than fifty percent ( 50 % ) of the voting securities ofParent outstanding immediately following such financing, in which case such transfer shall be deemed an AdverseBDSI Acquisition