definiens: means the occurrence of any of the following : ( a ) any consolidation or merger of Parent with orinto any Third Party, or any other corporate reorganization, acquisition or other transaction involving a Third Party, inwhich those persons or entities that are stockholders of Parent immediately prior to such consolidation, merger orreorganization own less than fifty percent ( 50 % ) of the surviving entity ’s voting power immediately after suchconsolidation, merger or reorganization ; ( b ) a change in the legal or beneficial ownership of fifty percent ( 50 % ) or moreof the voting securities of Parent ( whether in a single transaction or series of related transactions ) where, immediatelyafter giving effect to such change, the legal or beneficial owner of more than fifty percent ( 50 % ) of the votingsecurities of Parent is a Third Party ; or ( c ) the sale, transfer, lease, license or other disposition of all or substantiallyall of Parent ’s assets or business related to the subject matter of this Agreement in one or a series of relatedtransactions to a Third Party . Notwithstanding the foregoing, a BDSI Acquisition shall 3Confidential Treatment Requested by [COMPANY] Sciences International, Inc