definiens: shall mean any sale of voting securities or sale of assets ( whether by sale, merger, consolidation, share exchange, or otherwise ) which, directly or indirectly, ( i ) transfers over 50 % of the assets of [COMPANY] relating to the Product to any Person other than an Affiliate of Cephal on, or ( ii ) results in any Person ( other than an Affiliate of [COMPANY] existing as of the Effective Date or a fmancial institution or venture capital firm ) becoming the beneficial owner, directly or indirectly, of securities of [COMPANY] representing over : ( A ) if such Person is a 22 ( as defined below ), twenty percent ( 20 % ) of the combined voting power of [COMPANY] 's then outstanding securities, or ( B ) if such Person is not a, fifty percent ( 50 % ) of the combined voting power of [COMPANY] 's then outstanding securities . This tennination right may be exercised by [COMPANY] each time there is a change in control, whether or not exercised with respect to an earlier change in control . Each party shall continue to fulfill its duties hereunder during such 90 - day \~ notice period