definiens: means, with respect to a Party, a transaction or series of related transactions occurring after the Effective Date in which : ( a ) such Party sells, conveys or otherwise d isposes of ( including via an exclusive license ) all or substan tially all of its assets to which this Agreement re lates ; ( b ) any or ( within the meaning of Section 13(d ) and 14(d ) of the Securities Exchange Act of 1 934, as amended ) becomes the ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended ), directly or indirectly, of more than 5 0 % of the outstanding voting securities of such Par ty having the right to vote for the election of members of th e board of directors or equivalent ; or ( c ) such Par ty consummates a business combination ( including a reo rganization, merger or consolidation ) such that the stockholders of such Party immediately prior to suc h business combination, in the aggregate, no longer beneficially own, directly or indirectly, more than fifty percent ( 50 % ) of the outstanding voting secu rities or capital stock of the surviving entity or the ultima te parent of the surviving entity immediately follo wing the closing of such reorganization, merger, consolidati on, other transaction or series of related transact ions