definiens: shall mean any of the following events : ( i ) any Third Party ( or group of Third Parties acting in concert ) that conduct Development or Commercialization of a Pulmonary Hypertension drug or a Stable Angina drug ( other than a Product if such Third Party is a Sublicensee ) ( ) becomes the beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding of [COMPANY] normally entitled to vote in elections of directors ; ( ii ) [COMPANY] consolidates with or merges into another Competitive Company, or any Competitive Company consolidates with or merges into [COMPANY], in either event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of [COMPANY] preceding such consolidation or merger ; or ( iii ) [COMPANY] conveys, transfers or leases all or substantially all of its assets to a Competitive Company . In this case, the Competitive Company must either assume in writing [COMPANY] 's obligations under this Agreement to Develop and Commercialize Products in accordance with this Agreement or confirm and commit in writing that it will not interfere with [COMPANY] continuin to do so ( if [COMPANY] remains a separate entity ), and the six ( 6 ) consecutive month erio the term in Section 11.2 ( c ) shall be shortened to a three ( 3 ) consecutive month perio . The Competitive Company must provide Asahi with such written assumption, or confirmation and commitment, at least thirty ( 30 ) days before the closing date of the Change of Control of [COMPANY] transaction ; provided that Asahi agrees to maintain such disclosure in confidence until after the public announcement of the closing of the Change of Control of [COMPANY] transaction . If ( A ) such Competitive Company does not assume these obligations in writing or ( if [COMPANY] remains a separate entity ) confirm and commit in writing that such Competitive Company will not interfere with [COMPANY] 's performance of these obligations to Develop and Coinmercialize Products as required by this Agreement, or ( B ) such Competitive . Company and [COMPANY] fail to comply with such obligations to Develop and Commercialize Products as required by this Agreement, then Asahi may provide a notice of material breach under Section 11.2 ( h ) . If the Competitive Company and [COMPANY] fail to cure in accordance with the first and second sentences in Section 11.2 ( h ), then Asahi may terminate this Agreement by providing a second notice ; provided, however, that the cure period for any failure of subsection ( A ) in the foregoing sentence shall be shortened to thirty ( 30 ) days . To be Confidential Treatment Requested . 63 EXECUTION COpy clear, a failure described in subsection ( A ) of two ( 2 ) sentences before this one, will be considered a material breach of this Agreement for which, if not timely cured, Asahi is entitled to terminate . If Asahi terminates this Agreement after a Change of Control of [COMPANY] ( as described above ), then the Competitive Company must and shall comply with all of the transition assistance, technology licensing, payment and other obligations stated in Section 11.3 ( b )