definiens: means : ( a ) the acquisition by any Person of beneficial own ership of any capital stock of either Party or any direct or indirect parent of either Party, if after such acquisition, such Person would be the beneficial owner, directly or indirectly, of securi ties of such Party or any direct or indirect parent of such Party representing more than fifty percent ( 50 % ) of the combined voting power of such Party ’s or such direct or indirect parent ’s then ou tstanding securities entitled to vote generally in the election of directors ; ( b ) the consummation by either Party or any direct or indirect parent of either Party of a consolidation, amalgamation, merger, reorganization or arrangement with any Person, if the Persons who were not shareholders of such Party or such direct or indirect parent of such Party immediately prior to such consolidation, amalgamati on, merger, reorganization or arrangement own 4 immediately after such consolidation, amalgamation, merger, reorganization or arrangement more than fifty percent ( 50 % ) of the continuing or survi ving entity or any direct or indirect parent of such continuing or surviving entity ; or ( c ) with respect to Thera, the sale, assignment, sp in - off, divestiture or other transfer by Thera to a ny Third Party, of all or substantially all of the ass ets or business of Thera or any of its Affiliates involved in activities related to the Product . The grant of a license by Thera to any Third Party to make, use, offer to sell, sell or import the Produc t outside the Territory, or the execution of any agreement, alone or jointly with one or more Third Parties, regarding the making, use, offer for sale, sale or importation of the Product outside th e Territory shall not constitute a of Thera