definiens: , as defined below ) do not represent, or are not converted into, securities of the surviving corporation of such combination transaction ( or such surviving corporation 's parent or other Affiliate ) that, immediately after the consummation of such combination transaction, together possess at least a majority of the total voting power of all outstanding securities of such surviving corporation ( or its parent or other Affiliate, if applicable ) that are outstanding immediately after the consummation of such combination transaction, including securities of such surviving corporation ( or its parent or other Affiliate, if applicable ) that are held by the Acquiring Stockholder ; or ( ii ) a sale of all or substantially all of the assets or the business of the Licensee ( or any Parent ), if, and only if, in each of the above cases, the acquiring entity ( or its parent or other Affiliate ) engages in the development, distribution, or sale of Competing Licensed Products . For purposes of this Article, an means a stockholder or stockholders of the Licensee ( or any Parent ) that ( i ) merges or combines with the Licensee ( or any Parent ) in such combination transaction or ( ii ) owns or controls a majority of another corporation that merges or combines with the Liceusee ( or Parent ) in such combination transaction . Licensee agrees to use its Commercially Reasonable and Diligent Efforts to notifY [COMPANY] at least thirty ( 30 ) days before any such Change in Control