definiens: shall mean with respect to a Party, a change in ownership orcontrol of such Party effected through ( i ) the acquisition, directly or indirectly, by any Person orrelated group of Persons different from the persons holding those securities immediately prior tosuch transaction, of beneficial ownership of securities possessing fifty percent ( 50 % ) or more ofthe total combined voting power of such Party ’s outstanding securities, ( ii ) a merger orconsolidation in which securities possessing fifty percent ( 50 % ) or more of the total combinedvoting power of such Party ’s outstanding securities are transferred to a Person or Personsdifferent from the persons holding those securities immediately prior to such transaction ; or ( iii)the sale, transfer, exclusive license or other disposition of all or substantially all of such Party’sassets, or any material technology or intellectual property of such Party ; provided, however, thatany internal restructuring, reorganizing, or event where the existing shareholders retain control, shall not constitute a Change of Control for the purposes of this Agreement