definiens: means, with respect to Licensee, a completed transaction where any of the following occurs uponclosing of the transaction : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes the beneficialowner, directly or indirectly, of more than fifty percent ( 50 % ) of the total voting power of the stock then outstanding ofLicensee normally entitled to vote in elections of directors ; ( b ) Licensee or its Affiliate consolidates with or merges intoanother corporation or entity, or any corporation or entity consolidates with or merges into Licensee or its Affiliate, ineither event pursuant to a transaction in which more than fifty percent ( 50 % ) of the total voting power of the stockoutstanding of the surviving entity normally entitled to vote in elections of directors is not held by the parties holding atleast fifty percent ( 50 % ) of the total outstanding shares of Licensee preceding such consolidation or merger ; or ( c)Licensee divests or otherwise conveys, transfers or leases all or substantially all of its assets relating to a Product, toany Third Party