definiens: means, with respect to a Party : ( a ) the sale or exclusive license of all or substantially all of such Party ’s assets orbusiness relating to this Agreement to a Third Party ; ( b ) a merger, reorganization or consolidation involving the Party and a Third Party in which thevoting securities of the Party outstanding immediately prior thereto cease to represent at least ﬁfty percent ( 50 % ) of the combined voting power of thesurviving entity immediately after such merger, reorganization or consolidation ; or ( c ) a transaction ( which may include a tender oﬀer for such Party’sstock or the issuance, sale or exchange of stock of such Party ) with a Third Party or Third Parties in which the stockholders of such Party immediatelyprior to the transaction do not, immediately after consummation of such transaction, ( i ) own, directly or indirectly through one or more intermediaries, stock or other securities of such Party that possess a majority of the voting power of all of such Party ’s outstanding stock and other securities or ( ii)possess the power to elect a majority of the members of such Party ’s board of directors ;