definiens: shall mean, with respect to a party, either : ( a ) a sale of all or substantially all of the assets of aparty, including the Licensed Molecules and Products, in one or a series of related transactions not in the ordinary course ofbusiness to a Third Party ; or ( b ) the acquisition of a party by a Third Party by means of any transaction or series of relatedtransactions to which such party is a party ( including, any stock acquisition, merger or consolidation ) ; in either case ofsubsection ( a ) or ( b ), in which transaction or series of transactions the holders of outstanding voting securities of such partyimmediately prior to such transaction do not beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of thecombined outstanding voting power of the acquiring entity ( or of such party if it is the surviving entity in such transactiondescribed in subsection ( b ) ), or its direct or indirect parent entity, immediately after such transaction or series of relatedtransactions