definiens: shall mean, with respect to Sunesis, the closing of any of the following : ( i ) the sale or disposition ( including by grant of excl usive license ) of all or substantially all of the a ssets of Sunesis, one or more of its subsidiaries holding this Agreem ent or any material rights in Sunesis Licensed Tech nology ( any of the foregoing subsidiaries, a ), or Sunesis ’s direct or indirect parent corporation to a [COMPANY] Competitor, ( ii ) the acquisition by a Mi llennium Competitor ( directly or indirectly, includ ing through participation in a group ) of beneficial ownership o f more than fifty percent ( 50 % ) of the outstanding shares of voting capital stock of Sunesis, one or more of the Key Subsidiaries, or Sunesis ’s direct or indirect parent corporation, ( iii ) the merger or consolidation of S unesis, one or more of the Key Subsidiaries, or Sun esis ’s direct or indirect parent corporation with or into a Mille nnium Competitor, other than, in the case of this c lause ( iii ), an acquisition or merger or consolidation of Sunesis, one or more of the Key Subsidiaries, or Sunesis ’s d irect or indirect parent corporation in which holders of sha res of the voting capital stock of Sunesis, the sub sidiary or its direct or indirect parent corporation, as the case may be, immediately prior to the acquisition, merge r or consolidation will have at least fifty percent ( 50 % ) of the ownership of voting capital stock of the a cquiring [COMPANY] Competitor or the surviving corporation in such merger or consolidation, as the case may be, immediately after the merger or consolidation ; or ( iv ) any other event occurs which directly results i n a [COMPANY] Competitor having the ability to exercise control o ver the management of Sunesis, one or more of the K ey Subsidiaries, or Sunesis ’s direct or indirect paren t corporation