definiens: shall mean the occurrence of ( i ) a reor ganization, merger or consolidation of [COMPANY] w ith a Third Party if the current shareholders of ViroPhar ma ( determined immediately prior to the reorganizat ion, merger or consolidation taking effect ) hold, direct ly or indirectly, fifty percent ( 50 % ) or more of th e surviving corporation ( determined immediately after such reor ganization, merger or consolidation takes effect ), or ( ii ) the acquisition by any Third Party or ( within t he meaning of Section 13(d ) or 14(d ) of the US Secu rities Exchange Act of 1934, as amended ) other than the cu rrent officers and directors of [COMPANY] has acqu ired, directly or indirectly, the beneficial ownership, b y way of merger, consolidation or otherwise of fift y percent ( 50 % ) or more of the voting power of [COMPANY] on a fully - diluted basis, or ( iii ) the sale, lease or transfer of all or substantially all of the assets of [COMPANY] to any Third Party or group not controlled directly o r indirectly by [COMPANY] . [COMPANY] shall promptly notify Sch ering in writing if [COMPANY] ( or its successor in interest ) is required by any governmental authority or agency to divest or otherwise dispose of ( or vo luntarily elects to divest or otherwise dispose of ) all of Vi roPharma ’s rights, title and interest to the Patent Rights, Compound and Products ( including without limitation [COMPANY] ’s rights and obligations under this Agreement and the SaSy Agreement ) in connection wit h preparations for, as a result of, or at any time following, a Change of Control