definiens: ( as such term is defined under the United S tates Securities Exchange Act ) ( i ) purchase, own or acquire rights in securities of [COMPANY] or Ameri can Depositary shares representing, or options, warrants or other rights to purchase, securities of [COMPANY], representing in the aggregate five percen t ( 5 % ) or more of the outstanding equity securities o f [COMPANY], or ( ii ) make any public or confidential offer or proposal to [COMPANY] or its management or B oard of Directors or any member thereof with a view to entering into any acquisition of or combina tion involving [COMPANY] or any of its material assets, or ( iii ) participate in any proxy contest o r other process intended to cause the adoption of a ny shareholder resolution which has not been recommend ed for adoption by the Board of Directors of [COMPANY] . This Section 4.1.7 will terminate and be o f no force or effect in the event that ( a ) any part y other than Licensee or any Affiliate of Licensee or of which Licensee or any Affiliate is a member takes any of the actions described in clause s ( i ), ( ii ) or ( iii ) or ( b ) [COMPANY] terminates this Agreement for any reason or is in material breach o f this Agreement