definiens: shall mean any of the fol lowing : ( i ) the direct or indirect acquisition by any person or related gr oup of persons of beneficial ownership ( within the meaning of Rule 13 d-3 of the Securities Exchange Act of 1934, as amended ) of more than 50 % of the Voting Securities of a Party, with the exception that the direct or i ndirect acquisition by Novartis A.G. of more than 50 % of the Voting Securi ties of [COMPANY] shall not be deemed to involve a Change in Control ( ii ) a mer ger or consolidation of a Party with or into any other entity after which the holders of that Party 's Common Stock prior to such transaction would not ho ld securities possessing more than 50 % of the total combined voting power of the resulting entity ; or ( iii ) the sale or disposition of all or substantial ly all of a Party 's assets