definiens: means, with respect to a Party ( or in the case of Licensors and solely for purposes ofthis definition, any of [COMPANY], TICV or BV separately):(a ) ( i ) the acquisition by a Third Party or Group, in one transaction or a series of related transactions, ofdirect or indirect beneficial ownership of more than fifty percent ( 50 % ) of the outstanding voting equity securities of aParty ; ( ii ) a merger or consolidation involving a Party, as a result of which a Third Party or a Group acquires direct orindirect beneficial ownership of more than fifty percent ( 50 % ) of the voting power of the surviving entity immediatelyafter such merger, reorganization or consolidation ; or ( iii ) a sale of all or substantially all of the assets of a Party inone transaction or a series of related transactions to a Third Party or a Group ; or(b ) the acquisition by a [ … * * * … ], in one transaction or a series of related transactions, of : ( i ) majority controlof the board of directors or equivalent governing body of such Party ; or ( ii ) direct or indirect beneficial ownership ofmore than [ … * * * … ] percent ( [ … * * * … ] % ) of the outstanding voting equity securities of a Party ; or ( iii ) the ability tocause the direction of the management or allocation of corporate resources of such Party ( provided that [ … * * * … ], shall not be deemed to be a Change of Control under this sub - clause ( iii ) so long as [ … * * * … ] ; or ( iv ) all orsubstantially all of the assets of such Party related to the transactions contemplated by this Agreement