definiens: means with respect to a Party, ( a ) a merger or consolidation in which ( i ) suchParty is a constituent party, or ( ii ) an Affiliate of such Party is a constituent party, except in the case of either clause(i ) or ( ii ) any such merger or consolidation involving such Party or such Affiliate of such Party in which the shares ofcapital stock of such entity outstanding immediately prior to such merger or consolidation continue to represent, or areconverted into or are exchanged for shares of capital stock which represent, immediately following such merger orconsolidation, 50 % or more by voting power of the capital stock of ( A ) the surviving or resulting corporation or ( B ) aparent corporation of such surviving or resulting corporation, whether direct or indirect ; ( b ) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by such Party or anAffiliate of such Party of all or substantially all of the assets of such Party taken as a whole and whether owneddirectly or indirectly through Affiliates ( except where such sale, lease, transfer, exclusive license or other dispositionis to an Affiliate of such Party ) ; ( c ) any or, as such terms are defined in Sections 13(d ) and 14(d ) ofthe Exchange Act, in a single transaction or series of related transactions, becomes the beneficial owner as definedunder the Exchange Act, directly or indirectly, whether by purchase or acquisition or agreement to act in concert orotherwise, of 50 % or more by voting power of the then - outstanding capital stock or other equity interests of suchParty or a subsidiary of such Party, other than pursuant to a bona fide financing ; or ( d ) any transaction not satisfyingany of the foregoing provisos ( a)-(c ) in which a Party or its Affiliate(s ) transfer(s ) to a Third Party ( whether by merger, acquisition, asset purchase or otherwise ) all or substantially all of such Party ’s business to which this Agreementrelates . For purposes of this Agreement, references to a will mean a Change inControl of [COMPANY] that satisfies the foregoing provisos ( a)-(c ) or a transaction to which [COMPANY] or its Affiliate(s ) is / areparty(ies ) that satisfies the foregoing proviso ( d )