definiens: means any of the following : ( a ) any merger, reorganization, share exchange, consolidation, or other business combination involv ing a Party and its subsidiaries, other than ( i ) an y acquisition or other similar transaction in which a Party acqui res the assets or the securities of another Person and such Party does not issue capital stock of the Party represent ing more than fifty percent ( 50 % ) of the issued and outstanding shares of any class of capital stock of such Party, or ( ii ) any merger or similar transaction effected solely to change the domicile of a Party or any of its subsid iaries ; ( b ) any acquisition by any Person as a resu lt of which such Person ( or any group of which such Person is a member ) becomes a beneficial owner of more than fi fty percent ( 50 % ) of the issued and outstanding shares of any class of capital stock of a Party in any sin gle transaction or a series of related transactions ; ( c ) any sale, lease, exchange, mortgage, pledge, tran sfer, or other disposition of all or substantially all of the asse ts of a Party and its subsidiaries in any single tr ansaction or a series of related transactions ; or ( d ) any exclusiv e license of all or substantially all of the intell ectual property of a Party and its subsidiaries, in any single transac tion or a series of related transactions . For purpo ses of this definition, the term has the mea ning ascribed to such term in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amende d, and the term means two ( 2 ) or more Perso ns acting as a partnership, limited partnership, syndi cate, or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein