definiens: means any transaction ( including a sale of assets, merger, sale of stock or other equityinterests, or exclusive licensing transaction ), other than a Change of Control, pursuant to which any IntellectualProperty or Material Contracts necessary for the production, development or sale of the Product held or owned by theBuyer or the Company, as applicable, immediately after the Closing are, directly or indirectly sold, exclusivelylicensed or otherwise transferred to or acquired by, directly or indirectly, a Person other than Parent or any of itsSubsidiaries . means ( a ) a sale or other disposition of all or substantially all of the assets of Parent on aconsolidated basis ( other than to any Subsidiary ( direct or indirect ) of Parent and other than a transaction in which theholders of the outstanding voting securities of Parent immediately prior to such transaction(s ) ( taken in the aggregate)receive as a distribution with respect to securities of Parent more than 50 % of the total combined voting power of alloutstanding voting securities of the acquiring entity or a parent or holding company of the acquiring entity immediatelyafter such transaction(s ), or ( b ) a merger, consolidation, reorganization, recapitalization or similar transaction involvingParent except where the holders of the outstanding voting securities of Parent immediately prior to such merger orconsolidation ( taken in the aggregate ) possess beneficial ownership of 50 % or more of the total combined votingpower of all outstanding voting securities of Parent, the surviving entity, the acquiring entity or a parent or holdingcompany of the acquiring entity, immediately after such merger, consolidation, reorganization, recapitalization orsimilar transaction