definiens: shall mean ( a ) the disposition of all or substantially all of the outstanding shares, assets or business of a Party or [COMPANY] Pharmaceutical on a consolidated basis ; or ( b ) any transaction or event ( or series of transactions or events ) as a result of which any Person ( other than an Affiliate of such Party or [COMPANY] Pharmaceutical ), acting singly or as a part of a ( within the meaning of Section \3(d)(3 ) of the United States Securities Exchange Act of 1934, as amended ): ( i ) acquires ( by purchase, merger, consolidation or otherwise ) or for the first time controls or is able to vote ( directly or through nominees, beneficial ownership, proxy or contract ) fifty percent ( 50 % ) or more of the aggregate of all outstanding equity securities of a Party or [COMPANY] Pharmaceutical ; or ( ii ) acquires ( by purchase, merger, consolidation or otherwise ) equity securities of a Party or [COMPANY] Pharmaceutical with the right to or for the first time is otherwise able to, nominate or designate ( directly or through nominees, beneficial ownership, proxy or contract ) at least fifty percent ( 50 % ) of the nominees to the board of directors of such Party or [COMPANY] Pharmaceutical, in each of ( a ) or ( b ), in the event that Q - Med, [COMPANY] or [COMPANY] Pharmaceutical, as the case may be, was a party to the applicable transaction or of which the Board of Directors of Q - Med, [COMPANY] or [COMPANY] Pharmaceutical, as the case may be, shall have approved