definiens: means any transaction or series of related transactions in which a Third PaI1 ): ( other than an Existing ERGO Stockholder ) acquires or becomes the beneficial owner of ( i ) more than / thirty - five percent ( 35%U > fthe outstanding voting securities of ERGO or the surviving entity, whether by merger, consolidation, reorganization, tender offer or similar means, or ( ii ) all or substantially all of the assets of ERGO . For purposes of this Agreement, mean ~ iticorp Venture Capital Ltd., Hunt Financial Corporation, Amerindo Investment Advisors, Anthony H. Cmcotta ., and Albert H. Meier, Johnson and Johnson Development Corporation and all of the Affiliates of the foregoing ] ( b ) In the event that an ERGO Change of Control occurs during the term of this Agreement, ORTIIO shall have the right and option, exercisable upon written notice to ERGO delivered at any time withinGixty ( 60 ~ ys after the effective date of such Change in Control to solely assume full worldwide contror of all Development and all Conunercialization of all Collaboration Compounds and Collaboration Products and the JPT and Steering Conunittees shall at such time cease to exist