definiens: means, with respect to a Party, any of the following events : ( a ) any Third Party ( or group of Third Parties acting in concert ) acquires, directly or indirectly, beneficial ownership or control of shares of such Party representing at least a majority of the voting power ( wher e voting refers to being entitled to vote for the election of directors ) then outstanding of such Party ; ( b ) such Party consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entity which is a Third Par ty consolidates with or merges into such Party, in either event pursuant to a transaction in which at least a majority of the voting power of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the ho lders of the outstanding voting power of such Party immediately preceding such consolidation or merger ; or ( c ) such Party conveys, transfers or exclusively licenses all or substantially all of its assets to a Third Party, and in the case such Party is Lice nsee, such -2- conveyance, transfer or exclusive license is treated as a under the Certificate of Incorporation . Notwithstanding anything to the contrary in this paragraph, the sale of equity securities by Licensee for capi tal raising purposes in a bona fide financing transaction shall not be deemed a Change of Control . For purposes of Section 4.9, the consummation of a Change of Control of a Licensee shall cause permanently such expiration, termination or other effect for t he Term, and no such provision shall be considered readjusted to its terms prior to such Change of Control in the event of a subsequent transfer or assignment of this Agreement to a successor Licensee