definiens: means ( a ) completion of a merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender or exchange offer, private purchase, businesscombination, recapitalization or other transaction involving a Party as a result of which either ( i ) thestockholders of such Party immediately preceding such transaction hold less than fifty percent ( 50 % ) ofthe outstanding shares, or less than fifty percent ( 50 % ) of the outstanding voting power, respectively, ofthe ultimate company or entity resulting from such transaction immediately after consummation thereof(including a company or entity which as a result of such transaction owns the then outstanding securitiesof a Party or all or substantially all of a Party ’s assets, including for Licensee, Licensee ’s assets related tothe Licensed Compounds or Licensed Products, either directly or through one or more subsidiaries ), or(ii ) any single Third Party Person or group ( within the meaning of the U.S. Securities Exchange Act of1934 and the rules of the SEC thereunder as in effect, referred to as a ) ( but with respect toNogra, other than the then existing shareholders of such Party and their Affiliates ) holds fifty percent(50 % ) or more of the outstanding shares or voting power of the ultimate company or entity resulting fromsuch transaction immediately after the consummation thereof ( including a company or entity which as aresult of such transaction owns the then outstanding securities of a Party or all or substantially all of aParty ’s assets either directly or through one or more subsidiaries ) ; ( b ) the direct or indirect acquisition(including by means of a tender offer or an exchange offer ) by any Third Party Person or Group ( but withrespect to Nogra, other than the then existing shareholders of such Party and their Affiliates ) of beneficialownership ( within the meaning of the U.S. Securities Exchange Act of 1934 and the rules of the Securitiesand Exchange Commission ( ) thereunder as in effect ), or the right to acquire beneficial ownership, or formation of any Group which beneficially owns or has the right to acquire beneficial ownership, of fiftypercent ( 50 % ) or more of either the outstanding voting power or the then outstanding shares of a Party, ineach case on a fully diluted basis ; ( c ) in the case of any Party whose shares are traded on a recognizedstock exchange, individuals who, as of the Execution Date, constitute the Board of Directors of suchParty ( the ) cease for any reason to constitute at least a majority of the Board ofDirectors of such Party ; provided, however, that any individual becoming a director subsequent to theExecution Date whose election, or nomination for election by such company ’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising the Incumbent Board will beconsidered as though such individual were a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office occurs as a result of an actual orthreatened election contest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of any Person other than the Board ofDirectors of such Party ; ( d ) the adoption of a plan relating to the liquidation or dissolution of a Party, otherthan in connection with a corporate reorganization ( without limitation of clause ( a ), above ) ; ( e ) the sale ordisposition to a Third Party of all or substantially all the assets of a Party ( determined on a consolidatedbasis ) ; or ( f ) the sale or disposition to a Third Party of assets or businesses that constitute fifty percent(50 % ) or more of the total revenue or assets of a Party ( determined on a consolidated basis )