definiens: means with respect to any Party:(i ) the acquisition by any individual, entity or group ( within the meaning ofSection 13(d)(3 ) or 14(d)(2 ) of the Securities Exchange Act of 1934, as amended ) ( a ) of beneficial ownership ( within the meaning of Rule 13d‑3promulgated under the Securities Exchange Act of 1934, as amended ) of fifty percent(50 % ) or more of either ( a ) the then Outstanding Common Stock of such Party or ( b ) the6 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.combined voting power of the then Outstanding Voting Securities of such Party ; provided, that for the purposes of this paragraph ( i ), the following acquisition of securities of suchParty shall not constitute a Change of Control of such Party : ( a ) any acquisition by suchParty, ( b ) any acquisition by any employee benefit plan ( or related trust ) sponsored ormaintained by such Party or any corporation controlled by such Party or ( c ) any acquisitionby any corporation or other entity pursuant to a transaction which complies with clauses(a ), ( b ) and ( c ) of paragraph ( ii ) of this definition;(ii ) the consummation by a Party of any Business Combination Transaction, unless immediately following such Business Combination Transaction, ( a ) the individualsand entities who were the beneficial owners, respectively, of the Outstanding CommonStock and Outstanding Voting Securities of such Party immediately prior to such BusinessCombination Transaction beneficially own, directly or indirectly, fifty percent ( 50 % ) or moreof, respectively, the Outstanding Common Stock and the combined voting power of theOutstanding Voting Securities, as the case may be, of the corporation or other entityresulting from such Business Combination Transaction ( including a corporation or otherentity which as a result of such transaction owns the then - outstanding securities of suchParty or all or substantially all of such Party ’s assets either directly or through one or moresubsidiaries ) in substantially the same proportions as their ownership, immediately prior tosuch Business Combination Transaction, of the Outstanding Common Stock andOutstanding Voting Securities of such Party, as the case may be, ( b ) no Specified Person(excluding any corporation or other entity resulting from such Business CombinationTransaction or any employee benefit plan ( or related trust ) of the corporation or other entityresulting from such Business Combination Transaction ) beneficially owns, directly orindirectly, twenty percent ( 20 % ) or more of, respectively, the Outstanding Common Stockof the corporation or other entity resulting from such Business Combination Transaction orthe combined voting power of the Outstanding Voting Securities of such corporation orother entity, and ( c ) fifty percent ( 50 % ) or more of the members of the board of directors ( orcomparable governing body ) of the corporation or other entity resulting from suchBusiness Combination Transaction were members of the board of directors of such Partyat the time of the execution of the initial agreement, or of the action of the board of directorsof such Party, providing for such Business Combination Transaction;(iii ) a Party or any of its Affiliates sells or transfers to any Specified Person(s)(other than the other Party or its Affiliates ) in one or more related transactions properties orassets representing all or substantially all of such Party ’s business to which thisAgreement relates at the time of such sale or transfer ; or(iv ) the individuals who, as of the Execution Date, constitute the board of directorsof such Party ( the ) ceasing for any reason to constitute fifty percent(50 % ) or more of the board of directors of such Party ; provided, that any individualbecoming a director subsequent to the Execution Date whose election, or nomination forelection by such Party ’s stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for this purpose, any7 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.such individual whose initial assumption of office occurs as a result of an actual orthreatened election contest with respect to the election or removal of directors or otheractual or threatened solicitation of proxies or consents by or on behalf of a SpecifiedPerson other than the board of directors of such Party