definiens: with respect to a Party means ( a ) a sale of all or substantially all of such Party’sassets or business to which this Agreement relates ; ( b ) a merger, reorganization or consolidation involving such Partyin which the stockholders of such Party immediately prior to such transaction cease to own collectively a majority ofthe voting equity securities of the successor entity ; or ( c ) a Person or group of Persons acting in concert acquiresmore than fifty percent ( 50 % ) of the voting equity securities of such Party . For purposes of this Agreement, a Partyshall be deemed to have undergone a Change of Control in the event that any of the transactions listed in ( a ), ( b ) or(c ) above take place with respect to : ( 1 ) an Affiliate of such Party that Controls such Party, or ( 2 ) an Affiliate of suchParty whose performance or assets are material to such Party ’s performance of its obligations under this Agreement, including without limitation those obligations under any Development Plan or Commercialization Plan hereunder