definiens: means, with respect to a Party, whether effected in a single transaction or a series of related transactions,(a ) the acquisition of beneficial ownership, directly or indirectly, by any Person ( other than such Party or an Affiliate of such Party)of securities or other voting interest of such Party representing a majority or more of the combined voting power of such Party’sthen - outstanding securities or other voting interests ; ( b ) any merger, reorganization, consolidation, share exchange, businesscombination or similar transaction involving such Party ( i ) pursuant to which fifty percent ( 50 % ) or more of the outstanding votingsecurities of such Party ( or, if applicable, the ultimate parent of such Party ) would be converted into cash or securities of anyother Person or ( ii ) that results in the holders of beneficial ownership of the voting securities or other voting interests of such Party(or, if applicable, the ultimate parent of such Party ) immediately prior to such merger, reorganization, consolidation or businesscombination ceasing to hold beneficial ownership of at least fifty percent ( 50 % ) of the combined voting power of the survivingentity immediately after such merger, reorganization, consolidation, share exchange, business combination or similar transaction;(c ) any sale, lease, exchange, contribution or other transfer ( other than, for the avoidance of doubt, the granting of a license orsublicense to a [ * * * ] of all or any material portion of the assets of such Party and its subsidiaries taken as a whole, other than thesale or disposition of such assets to an Affiliate of such Party ; ( d ) any sale, lease, exchange, contribution or other transfer of theassets to which this Agreement relates ( other than, for the avoidance of doubt, the granting of a license or sublicense to a [ * * * ] ; or(e ) the approval of any plan or proposal for the liquidation or dissolution of such Party