definiens: shall mean ( i ) any merger, reorganization, consolidation or combination in which a Party to this Agreement is not the surviving corporation, or ( ii ) where any ( within the meaning of Sections 13(d ) and 14 ( d)(2 ) of the Securities Exchange Act of 1934 ), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Party representing 50 % or more of either ( a ) the then -outstanding shares of common stock of the Party or its parent corporation, or ( b ) the combined voting power of the Party ’s then -outstanding voting securities ; or ( iii ) if individuals who as of the Effective Date constitute th e Board of Directors of the Party or its parent corporation ( the ) cease for any reason to constitute at least a majority of such Board of Directors ; provided, however, that any individual becoming a director subsequent to the Effective Da te whose election, or nomination for election by the Party ’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of prox ies or consents by or on behalf of a person other than the Incumbent Board ; or ( iv ) approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party