definiens: ( as defined in Rules 13d-3 and 13d-5 underthe Securities Exchange Act of 1934, as amended ( the ), which Rules shall apply for purposes of this clause(a ) whether or not such Party is subject to the Exchange Act ), directly or indirectly, of such Party ’s securities representing(i ) fifty percent ( 50 % ) or more of the combined voting power of such Party ’s then outstanding securities ( ) or(ii ) fifty percent ( 50 % ) or more of such Party ’s then outstanding voting securities and non - voting securities taken together ; ( b ) any consolidation or merger of such Party with or into any Third Party, or any other corporatereorganization, in which the stockholders of such Party ( in the aggregate ) immediately prior to such consolidation, merger orreorganization, own less than fifty percent ( 50 % ) of the Voting Power of the surviving entity immediately after suchconsolidation, merger or reorganization ; ( c ) any transaction or series of related transactions in which in excess of ( i ) fifty percent ( 50 % ) of such Party’sthen - outstanding Voting Power is transferred or ( ii ) fifty percent ( 50 % ) of such Party ’s then - outstanding voting and non - voting securities, taken together, is transferred ; ( d ) a sale, lease or other disposition of ( i ) all or substantially all of the assets of such Party or ( ii ) all orsubstantially all of the assets of such Party relating to the Compound or Products ; or ( e ) any Third Party or group of related Third Parties becoming entitled to elect a majority of the board ofdirectors ( or any successor governing body ) of such Party