definiens: means the occurrence of any of the following : ( a ) any consolidation or merger of FAB with or into any third party, or any other corp orate reorganizat ion involving a third party, in which those persons or entities that are stockholders of FAB immediately prior to such consolidation, merger or reorganization own less than fifty percent ( 50 % ) of the surviving entity ’s voting power immediately after such c onsolidation, merger or Printed on : 10/3/2007 at 11:40 AM Page 2 of 33 S02 -181 : IG Exclusive Agreement 10/02/07 reorganization ; ( b ) a change in the legal or benefi cial ownership of fifty percent ( 50 % ) or more of th e voting securities of FAB ( whether in a single trans action or series of related transactions ) where, immediately after giving effect to such change, the legal or beneficial owners of more than fifty perc ent ( 50 % ) of the voting securities of FAB are third par ties that are not an affiliate of License ; or ( c ) t he sale or other disposition for value of all or substantia lly all of FAB ’s assets in one or a series of relat ed transactions to a third party that is not an affili ate of FAB