definiens: shall mean ( a ) the disposition of all or substantially all of the outstanding shares, assets or business of a Party on a consolidated basis ; or ( b ) any transaction or event ( or series of transactions or events ) as a result of which any Person ( other than an Affiliate of such Party ), acting singly or as a part of a ( within the meaning of Section 13(d){3 ) of the United States Securities Exchange Act of 1934, as amended ): ( i ) acquires ( by purchase, merger, consolidation or otherwise ) or for the first time controls or is able to vote ( directly or through nominees, beneficial ownership, proxy or contract ) fifty percent ( 50 % ) or more of the aggregate of all outstanding equity securities of a Party ; or ( ii ) acquires ( by purchase, merger, consolidation or otherwise ) or the first time is able to nominate or designate ( directly or through nominees, beneficial ownership, proxy or contract ) at least fifty percent ( 50 % ) of the nominees to the board of directors of such Party, in each of ( a ) or ( b ), in the event that Licensor or Licensee, as the case may be, was not a party to the applicable transaction andlor such transaction was not approved by the Board of Directors of Licensor or Licensee, as the case may be