definiens: means, with respect to a particular Party, occurren ce of any one or more of the following events with respect to such Party : ( i ) the acquisition by any entity, that is not an Affiliated Company of such Party, of a majority of the total outstanding voting securities of the Party ; ( ii ) the merger of such Party with a third party in a transaction unde r which the holders of the outstanding voting shares of such Party, as of just prior to such merg er, own less than fifty percent ( 50 % ) of the outstanding voting shares of the combined entity as of just after such event ; ( iii ) the acquisition by a third Party of beneficial ownership of more than fifty percent ( 50 % ) of the outstanding voting shares of such Party and/or all its Affiliated Comp anies ; or ( iv ) any sale ( other than in the ordinary course of business ), exchange, transfer, acquisitio n or disposition, of all or substantially all of th e assets of the Party or the Intellectual Property Ri ghts and/or marketing and regulatory registrations relating to the Product ( i.e., assets of the Party having fair market value equal to more than eighty percent ( 80 % ) of the total fair market value of all of the assets of the Party at such time to an enti ty that is not an Affiliated Company of such Party )