definiens: as defined in Exhibit B, then in addition to the fees and warrants required under Article 3, after such transfer or such Change of Control o. f Licensee, Licensee shall pay a royalty ( the or ) equal tt(§ ), t J~ percent : ~ of Net Sales thereafter of Licensed Products . For purposes of this Agreement, a ~ means any of the following events : ( i ) any ( as such term is used in Sections l3(d ) and 14(d ) of the Securities Exchange Act of 1934 ) acquires ( as defined in Rule 13d-3 under the Securities Exchange Act of 1934 ), directly or indirectly, of securities of Licensee or of an entity that directly or indirectly owns Licensee, or is an Affiliate that directly or indirectly controls Licensee, ( referred to as ) representing 50 % or more of the combined voting power ( with respect to the election of directors ) of Licensee 's or Licensee Parent 's, as the case may be, then outstanding securities ; ( ii ) the consummation of a merger, share exchange, combination or consolidation of Licensee or Licensee Parent, . as the case may be, with or into any other corporation, which would result in the voting securities of Licensee or Licensee Parent, as the case may be, outstanding immediately prior thereto continuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entity ) less than 50 % of the combined voting power ( with respect to the election of directors ) of the securities of Licensee or Licensee Parent, as the case may be, or of such surviving entity outstanding immediately after such merger, share exchange, combination or consolidation ; or ( iii ) the consummation of a plan of complete liquidation of Licensee or Licensee Parent, as the case may be, or of an agreement for the sale or disposition by Licensee or Licensee Parent, as the case may be, of all or substantially all of Licensee 's or Licensee Parent 's, as the case may be, business or assets . The parties acknowledge that the intent of this Section is to prevent any of the rights granted to Licensee under this Agreement from inuring to the benefit of any [COMPANY] Competitor either 5 directly or indirectly without thereafter the Royalty on Net Sales of Licensed Products being paid to [COMPANY]