definiens: ( within the meaning of Section 13(d ) or 14(d ) of the Exchan ge Act of 1934, as amended ) other than the current officers and directors of Ne oGenesis or SPL, as the case may be, has acquired, directly or indirectly, the b eneficial ownership, by way of merger, consolidation or otherwise of 50 % of the voting power of NeoGenesis or SPL, as the case may be, on a fully - diluted basi s or ( ii ) the sale, lease or transfer of all or substantially all of the assets of NeoGenesis or SPL to any third party or group not controlled directly or ind irectly by such party ( each, a ) during the term of the Scree ning Program causes either party 's rights and obligations hereunder to pass to any third party, the other party shall have the right to terminate the Screeni ng Program and this Agreement upon written notice within thirty ( 30 ) days of rece ipt of actual knowledge of such Change of Control, without providing the party that is the subject of such Change in Control any opportunity to cure . Thereaft er, such party shall also have the right to terminate this Agreement if the a ssignee of the party that is the subject of such Change in Control does not prov ide the writing required under Section 9.5(a ) . In addition, if the beneficia l ownership ( in the manner described in Section 9.5(b)(i)-(ii ) ) of more than f ifty percent ( 50 % ) of the voting or income interest in NeoGenesis or SPL, as applicable, on a fully diluted basis, is acquired by a third party or grou p that is reasonably regarded as a competitor of the other party, such determinat ion being made with reference to the products and services that such third party then markets or for which it has made regulatory submissions with the FDA or an equivalent Regulatory Authority in another Major Country or for which it has publicly announced its intention to do either of the foregoing, the other party shall have the right, but not the obligation, to terminate the Screening Program with six ( 6 ) months notice to the party being acquired