definiens: of any Party means any of the following : ( a)either ( i)a Third Party acquires directly or indirectly the beneficial ownership of votingsecurities of such Party ; or ( ii)the beneficial ownership by a Third Party of voting securities of such Party isincreased through stock redemption, cancellation or other recapitalization, in either case of paragraph ( a)(i ) or ( ii ), where ( A)such Third Party is, directly or indirectly, the beneficial owner of votingsecurities representing less than 50 % of the total voting power of all of thethen - outstanding voting securities of such Party immediately prior to suchacquisition or increase ; and ( B)immediately after such acquisition or increase such Third Party is, directlyor indirectly, the beneficial owner of voting securities representing morethan 50 % of the total voting power of all of the then - outstanding votingsecurities of such Party ; ( b)the consummation of a merger, consolidation, recapitalization, or reorganization of suchParty, in which transaction the beneficial owners of outstanding voting securities of suchParty immediately prior to such transaction do not beneficially own, directly or indirectly, atleast 50 % of the total voting power of all of the then - outstanding voting securities of thesurviving entity ( or its parent entity ) immediately following such transaction ; ( c)the stockholders or equity holders of such Party approve a plan of complete liquidation ofsuch Party, or an agreement for the sale or disposition by such Party of all or a substantialportion of such Party ’s assets, other than pursuant to the transaction as described aboveor to an Affiliate ; or ( d)the sale or other transfer to a Third Party of all or substantially all of such Party ’s assets, including those relating to the Compound and Product