definiens: means ( i ) any corporation or business entity of which, now or hereafter, fiftypercent ( 50 % ) or more of the securities or other ownership interests representing theequity, the voting stock or general partnership interest are owned, controlled or held, directly or indirectly, by [COMPANY] or Dynavax ; or ( ii ) any corporation or business entity which, now or hereafter, directly or indirectly, owns, controls or holds fifty percent ( 50 % ) ( or themaximum ownership interest permitted by law ) or more of the securities or otherownership interests representing the equity, the voting stock or, if applicable, the generalpartnership interest, of [COMPANY] or Dynavax.1.2 means with respect to a Party : ( 1 ) the sale of all or substantially allof such Party ’s assets or business relating to this Agreement ; ( 2 ) a merger, reorganizationor consolidation involving such Party in which the voting securities of such Partyoutstanding immediately prior thereto cease to represent at least fifty percent ( 50 % ) of thecombined voting power of the surviving entity immediately after such merger, reorganization or consolidation ; or ( 3 ) a person or entity, or group of persons or entities, acting in concert acquire more than fifty percent ( 50 % ) of the voting equity securities ormanagement control of such Party