definiens: means, with respect to any Party, an event in which : ( a ) any person ( as the term is used for purposes of Section 13(d ) or 14(d ) of the Exchange Act ) not then beneficially owning more than fifty percent ( 50 % ) of the voting power of the outstanding securities of such Party or any of its controlling Affiliates acquires or otherwise becomes the beneficial owner ( within the meaning of Rule 13d-3 promulgated under the Exchange Act ) of securities of such Party or any of its controlling Affiliates representing more than fifty percent ( 50 % ) of the voting power of the then outstanding securities of such Party with respect to the election of directors of such Party ; ( b ) such Party ( i ) consummates a merger, consolidation or similar transaction with another Person where the voting securities of such Party or any of its controlling Affiliates outstanding immediately preceding such transaction ( or the voting securities issued with respect to the voting securities of such Party or any of its controlling Affiliates outstanding immediately preceding such transaction ) represent less than fifty percent ( 50 % ) of the voting power of such Party or any of its controlling Affiliates or surviving entity, as the case may be, following such transaction, ( ii ) sells or otherwise transfers to any Person(s ) in one or more related transactions more than fifty percent ( 50 % ) of its consolidated total assets, or assets from which more than fifty percent ( 50 % ) of its consolidated operating income for its most recent financial year was derived, ( iii ) disposes by sale, assignment, exclusive license or otherwise of all or substantially all of its intellectual property rights, except for licenses under such intellectual property rights in the ordinary course of business and any isolated sale or assignment of specific items of intellectual property, or ( iv ) liquidates, dissolves or winds - up ; or ( c ) with respect to any Party having equity securities registered under the Exchange Act, any ( as the term is used for the purposes of Sections 13(d ) or 14(d ) of the Exchange Act ) other than the other Party acquires forty percent ( 40 % ) or more of the voting power of the then - outstanding voting securities of such Party or any of its controlling Affiliates . For the purposes of this definition, a is an Affiliate that : a Party, as such term is used in the definition of in Section 1.1 ( Affiliate )