definiens: means the administration of living cells to a patient for treatment of adisease or condition . CONFIDENTIAL-5 - 1.26 means, with respect to a Party : ( a ) that a Third Party acquiresdirectly or indirectly the beneﬁcial ownership of any voting securities of such Party, or if thepercentage ownership of such Third Party in the voting securities of such Party is increasedthrough stock redemption, cancellation or other recapitalization, and immediately after suchacquisition or increase such Third Party is, directly or indirectly, the beneﬁcial owner ofoutstanding voting securities representing ﬁfty percent ( 50 % ) or more of the total voting powerof all of the then outstanding voting securities of such Party ; ( b ) a merger ( whether by contract, by statute or by operation of law ), consolidation, recapitalization or reorganization of such Partyis consummated ; ( c ) a liquidation or dissolution of such Party or any direct or indirect parent ofsuch Party, excluding in the case of ( b ) or ( c ), any such transaction in which stockholders orequity holders of such Party immediately prior to such transaction beneﬁcially own, directly orindirectly, more than ﬁfty percent ( 50 % ) of the voting securities of the surviving entity ( or itsparent entity ) immediately following such transaction ; or ( d ) the sale or disposition to a ThirdParty of all or substantially all of such Party ’s assets relating to this Agreement . For purposes ofthis deﬁnition, shall have the meaning accorded in the US SecuritiesExchange Act of 1934 and the rules of the US Securities and Exchange Commission as maybe updated from time to time . Notwithstanding the foregoing, a transaction solely to change thedomicile or legal form of a Party shall not constitute a Change of Control