definiens: ( as defined below ), then [COMPANY] shall have th e right to terminate the Research Program at anytime thereafter, effective u pon not less than * * * prior written notice to [COMPANY] ( or its successor ) . [COMPANY] shall continue to perform its duties under the Research Program and t his Agreement during such notice period . If [COMPANY] terminates the Research Program pursuant to this Section 12.2.3, then, other than such Research Prog ram payments under Section 2.7 that are due with respect to any quarte r prior to the date of termination, [COMPANY] shall have no further payment obli gations or liability to [COMPANY] with respect to the termination of the Resea rch Term, except for such milestone and royalty obligations as [COMPANY] may o therwise have thereafter under this Agreement with respect to the developmen t and commercialization of Collaboration Compounds and Products . In the eve nt of such termination of the Research Program, all license rights granted by [COMPANY] to [COMPANY] under this Agreement prior to such termination of the Res earch Term shall continue subject to this Agreement, [COMPANY] shall be i m mediately granted the * * * rights to conduct Secondary Screening set forth in Section 4.5 ( and [COMPANY] shall cooperate with respect to the supply o f reagents, cell lines and other biomaterials as set forth therein ), and B MS ' Diligent Efforts obligations under this Agreement shall continue . Fo r purposes of this Agreement, the term shall mean any sale of voting securities, any sale of assets, or any me rger, consolidation or similar transaction which, directly or indirectly, ( i ) transfers over * * * percent ( * * * % ) of the assets of [COMPANY] which relate to the subject matter of this Agreement to any ( as defined below ) or any of its Affiliates, or ( ii ) results in any Qualifying Pharmaceutical Entity or any of its Affiliates beco ming the beneficial owner, directly or indirectly, of more than * * * per cent ( * * * % ) of those securities of [COMPANY] entitled to vote for the elect ion of the directors of [COMPANY] or otherwise possessing the power, directly or indirectly, to direct or cause the direction of the management and polici es of [COMPANY] . A means a company with annual consolidated worldwide net sales from the sale of * * *, in exces s of * * *