definiens: means the occurrence of any of the following : ( a ) any consolidation or merger of a Party with or into any Third Party, or any other corporate reorganization involving a Third Party, in which those persons or entities that are stockholders of such Party immediately prior to such consolidation, merger or reorganization own less than fifty percent ( 50 % ) of the surviving entity 's voting power immediately after such consolidation, merger or reorganization ; ( b ) a change in the legal or beneficial ownership of fifty percent ( 50 % ) or more of the voting securities of any Party ( whether in a single transaction or series of related transactions ) where, immediately after giving effect to such change, the legal or beneficial owner of more than fifty percent ( 50 % ) of the voting securities of such Party is a Third Party ; or ( c ) the sale, transfer, lease, license or other disposition of all or substantially all of a Party 's assets in one or a series of related transactions to a Third Party . Notwithstanding Section 17.19, this Section 1.4 shaH not apply to any Affiliate of [COMPANY] that is ( i ) a subsidiary of [COMPANY], ( ii ) has not performed any work under the Collaboration, and ( iii ) does not have any rights with respect to DP4 IP, this Agreement or [COMPANY] Technology