definiens: ' shall mean ( i ) any merger, reorgnniU lion, consolidation or combilUltion in which a Pmy to this Agreemellt is 001 the sllrvivilll ! corporation, or ( ii ) any ( within the meaning of Sections 13(d ) and 14 d}(2 ) of the Securilics Exchange Act of 1934 ), e ~ cludin g Licensee and its Affiliates . is or becomes the beneficial owner . diret . 'I~ or indirectly . of securities of the Party repre .. 'enting 50 % or more of tither ( a ) the then­outlilanding .~hares of common stock of the Pany or ilS parent corporntion . or ( b ) the combined voting ! Xlwer of the PllfIy 's then - outSlandiug voting securities : or ( iii ) if individuals who as of the Effective Date constitute tht Boord of Directors of the Pany or liS parent corporntion ( the ) cease for any ~ason 10 constitute at It$ ! a majority of such Board of Directors ; provided . however . that any individual becomlllg a director suhsequent to the Effective Dale whose elec!ion, or nomination for election hy the PMy 's shareholders, was upproved by I ~oIe of at leasll nmjonty of the direaon then comprislllg the Incumbent Board shall be ooosidered as though such Individual were I member of the Incumbent Board, hut eJlcluding, for this purpo1C. allY CONF'IDEr - mAL lREATMENT ' _ 11 ., _ .. snell individlllli wllose initial " 5ul1lption of office occurs as a re5ult of an nl.1ual or threatened election contest with respect 10 the election or removal of director . > or oIher llC'IulI.l or threatened solicitation of proxie5 or consmlS by or on behalf of 11 person other than the [ ocumbent Board ; or ( iv ) approval by the shareholders of a Pnrty of a complete liquidation Of the complete dissolution of : well Party