definiens: shall mean any entity or person that directly or indirectly controls, is controlled by or is under common control withLICENSEE or PROMAB . For purposes of this definition, means possession of the power to direct the management of such entity orperson, whether through ownership of more than fifty percent ( 50 % ) of voting securities, by contract or otherwise1.3 . shall mean 1)any consolidation, merger, combination, reorganization or other transaction in which the party is not the surviving entityother than a transaction, the principal purpose of which is to effect a change in domicile or the form of entity of the party ; 2)the shares of stock of the party constituting in excess of fifty percent ( 50 % ) of the voting power are exchanged for orchanged into other stock or securities, cash, and/or other property other than in the context of a financial transaction ; or 3)a sale or other disposition of all or substantially all of the assets of the party, or the permitted assignment of this Agreementpursuant to Article 16.6