definiens: shall mean, with respect to a Party, and in the c ase of NGM, any Affiliate of NGM that Controls any of the NGM IP or any NP201 IP or other assets required for the Collaboration ( including Collaboration Technology ): ( 1 ) the sale of all or substantially all of such Party ’s ( or Affiliate ’s, as applicable ) assets or business rela ting to this Agreement ; or ( 2 ) ( a ) the acquisition, directly or indirectly, by a Person or ( whe ther in a single transaction or multiple transactio ns ) of more than fifty percent ( 50 % ) of the voting powe r of such Party ( or Affiliate, as applicable ) or of beneficial ownership of ( or the right to acquire su ch beneficial ownership ) of more than fifty percent ( 50 % ) of the outstanding equity or convertible secu rities of such Party ( or Affiliate, as applicable ) ( including by tender offer or exchange offer ) ; ( b ) any merger, consolidation, share exchange, business combination, recapitalization, sale of a majority o f assets ( i.e., having a fair market value ( as determined by the Board of Directors of such Party ( or Affiliate, as applicable ) in good faith ) in exc ess of fifty percent ( 50 % ) of the fair market value of all the assets of such Party ( or Affiliate, as appl icable ) and its subsidiaries immediately prior to such sale ) or similar corporate transaction involving, direc tly or indirectly, such Party ( or Affiliate, as applica ble ) ( whether or not including one or more wholly owned subsidiaries of such Party ( or Affiliate, as applicable ) ), other than : ( i ) transactions involvin g solely such Party ( or Affiliate, as applicable ) and /or one or more Affiliates, on the one hand, and on e or more of such Party ’s ( or Affiliate ’s, as applicable ) Affiliates, on the other hand, and/or ( ii ) transactions in which the stockholders of such Party ( or Affilia te, as applicable ) immediately prior to such transaction hold at least fifty percent ( 50 % ) of th e voting power of the surviving company or ultimate parent company of the surviving company ; or ( c ) as a result of a single or multiple transaction(s ) by a Person or group the occupation of, or the power to vote, a majority of the seats ( other than vacant se ats ) on the board of directors ( or similar governing bod y of such Party ( or Affiliate, as applicable ) ) by a ny directors or Persons who were not : ( i ) members of s uch body on the Execution Date of this Agreement ; ( ii ) appointed by members of such body on the Execu tion Date of this Agreement or by members of such body so appointed ; or ( iii ) nominated for elec tion to such body by any Persons described in preceding clauses ( i ) or ( ii ) . For purposes of this definition, the terms and shall have the meaning accorded in the U S Securities Exchange Act of 1934 and the rules of the US SEC thereunder in effect as of the Execut ion Date hereof