definiens: means, with respect to a Party, whether eﬀected in a single transaction or a series of related transactions, ( a ) theacquisition of beneﬁcial ownership, directly or indirectly, by any Person ( other than such Party or an Aﬃliate of such Party ) of securitiesor other voting interest of such Party representing a majority or more of the combined voting power of such Party ’s then - outstandingsecurities or other voting interests ; ( b ) any merger, reorganization, consolidation, share exchange, business combination or similartransaction involving such Party ( i ) pursuant to which more than [ * * * ] of the outstanding voting securities of such Party ( or, if applicable, the ultimate parent of such Party ) would be converted into cash or securities of any other Person or ( ii ) that results in the holders ofbeneﬁcial ownership of the voting securities or other voting interests of such Party ( or, if applicable, the ultimate parent of such Party)immediately prior to such merger, reorganization, consolidation or business combination ceasing to hold beneﬁcial ownership of [ * * * ] ofthe combined voting power of the surviving entity immediately after such merger, reorganization, consolidation, share exchange, business combination or similar transaction ; ( c ) any sale, lease, exchange, contribution or other transfer of all or substantially all of theassets of such Party and its subsidiaries taken as a whole, other than the sale or disposition of such assets to an Affiliate of such Party;(d ) any sale, lease, exchange, contribution or other transfer of ( other than granting of a license or sublicense ) all or substantially all ofthe assets to which this Agreement relates, except the sale or disposition of such assets to an Affiliate of such Party ; or ( e ) the approvalof any plan or proposal for the liquidation or dissolution of such Party that does not otherwise fall under any of foregoing clauses ( a)through ( d )