definiens: shall mean ( i ) any or ( within themeaning of Section 13(d ) and 14(d ) of the Securities Exchange Act of 1934, as amended),becomes the ( as defined in Rule 13d-3 under the Securities Exchange Act of1934, as amended ), directly or indirectly, of more than 50 % of the outstanding voting securities ofthe Company having the right to vote for the election of members of the Board of Directors, ( ii)any reorganization, merger or consolidation of the Company, other than a transaction or series ofrelated transactions in which the holders of the voting securities of the Company outstandingimmediately prior to such transaction or series of related transactions retain, immediately aftersuch transaction or series of related transactions, at least a majority of the total voting powerrepresented by the outstanding voting securities of the Company or such other surviving orresulting entity or ( iii ) a sale, lease, exclusive license or other disposition of all or substantially allof the assets of the Company ( excluding the License Agreement )