definiens: means, with respect to ( A ) the Company, any transaction or series of relatedtransactions ( including mergers, consolidations and other forms of business consolidations ) following whichcontinuing stockholders of the Company hold less than 50 % of the outstanding voting securities of either theCompany, the entity surviving such transaction or any direct or indirect parent entity of such continuing orsurviving entity or ( B ) the sale, lease, license, transfer or other disposal of all or substantially all of the business orassets of the Company ( provided, however, that the sale, license or transfer to another party, in the ordinary course ofbusiness, of any Company asset ( regardless of its value or what portion of the Company ’s business or assets it mayrepresent ) over which [COMPANY] has no contractual rights in accordance with the provisions of the Alliance Agreementshall not be considered a Change in Control transaction ) ; it being understood that [COMPANY] ’s exercise of its rights orperformance of its obligations pursuant to the Put or Call shall not be deemed a Change in Control