definiens: means an event upon wh ich : ( a ) any Third Party acquires directly or indir ectly the beneficial ownership of any voting security of Lice nsee, or if the percentage ownership of such person or entity in the voting securities of Licensee is increased thro ugh stock redemption, cancellation or other recapit alization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the benefi cial owner of voting securities representing more than fifty perc ent ( 50 % ) of the total voting power of all of the t hen - outstanding voting securities of Licensee ; ( b ) the consummation of a merger, consolidation, recapitalization, or r eorganization of Licensee, other than any such transaction, which would result in stockholders or equity holders of Licensee, or an Affiliate of Licensee existing immediately prior to such transaction, owning at least fifty percent ( 50 % ) of the outstanding securities of the surviving entity ( or its parent entity ) immediately following such trans action ; ( c ) the stockholders or equity holders of Licensee approve a plan of complete liquidation of Licensee, or an a greement for the sale or 3 CONFIDENTIAL * CONFIDENTIAL TREATMENT REQUESTED