definiens: shall mean ( 1 ) any sale, license, lease, exchange, transfer or other disposition of the assets of [COMPANY] constituting more than fifty percent ( 50 % ) of the consolidated assets of [COMPANY] or accounting for more than fifty percent ( 50 % ) of the consolidated revenues of [COMPANY] in any transaction or series of related transactions ( but excluding any development and/or commercial collaboration involving any of [COMPANY] 's product candidates ) ; ( 2 ) any offer to purchase, tender offer, exchange offer or any similar transaction or series of related transactions made by any person involving more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of [COMPANY] ; or ( 3 ) any merger, consolidation, business combination, share exchange, reorganization or similar transaction or series of related transactions involving [COMPANY], in each case excluding any such transaction whereby the holders of voting capital stock of [COMPANY] immediately prior to any such transaction hold more than fifty percent ( 50 % ) of the voting capital stock of the acquiring or surviving entity ( or its parent entity ) immediately after the consummation of any such transaction