definiens: means the occurrence of any of the following events : ( a ) any partybecomes the owner, directly or indirectly, of more than fifty percent ( 50 % ) of the total votingpower ( on an as converted basis ) of the equity units or other interests of Licensee thenoutstanding that are normally entitled to vote in the election of directors of Licensee other than inconnection with a financing or series of financing transactions ; ( b ) the merger, consolidation oramalgamation of Licensee with or into any other party, other than any transaction in which theholders of the outstanding voting securities of Licensee immediately prior to the transactionown, directly or indirectly, not less than fifty percent ( 50 % ) of the total voting power ( on an asconverted basis ) of the voting securities of the party surviving such merger, consolidation oramalgamation ; or ( c ) the sale of all or substantially all of the assets of Licensee