definiens: shall mean : ( a ) any consolidation, merger, combination, reorganization or other business combinationtransaction to which LICENSEE is a party and in which LICENSEE is not the surviving entity ; or ( b ) ( i ) all of the outstanding shares of voting stock of LICENSEE are exchanged for or changedinto other stock or securities, cash, financial vehicle and/or any other property and ( ii ) persons who werestockholders of LICENSEE immediately prior to such exchange or change do not hold securities entitled to atleast 50 % of the voting power of the entity surviving such exchange or change or the entity into whosesecurities for or into which the voting stock of LICENSEE is exchanged or changed ; or 4 ( c ) a sale or other disposition ( other than by license and/or sublicense ) of all or substantially allof the assets of LICENSEE for cash, securities or other property ; and in any such case in the preceding clause ( a ), ( b ) or ( c ) the surviving entity in such transaction ( if LICENSEE isnot the surviving entity ) or LICENSEE and the entity of which LICENSEE shall have become an AFFILIATE in suchtransaction or the person who shall have purchased or otherwise acquired all or substantially all of LICENSEE’sassets, as the case may be, shall meet all of the following : 1