definiens: means the consummation of any of the following events : ( w ) an Ai3plicable Third Party ( or gro .... 1p of Ai3i3licable Third Parties acting in concert ) becomes the beneficial owner, directly or indirectly, of more taan fifty percent ( 50 % ) of the total voting power of tAe stoek then outstanding of Amicus non - nally entitled to vote in elections of directors ; ( x ) Amicus consolidates with ot merges into another c011)Orationol ' entity, or any corporation or entity consolidates ' NitA or merges into Amicus, in either event pursuant to a transaetion in which more than tifty percent ( 50 % ) of the total voting i30wer of the stock outstanding of the sarviving entity normally entitled to vote in elections of directors is not held by the parties holding at least fifty percent ( 50 % ) of the outstanding shares of Amicus immediately preceding such consolidation or merger, where the surviving entity is controlled ( as defined in Section 1.1 ) by an Applicable Third Party ) ; ( y ) Amicus conveys, transfers 01 ' leases all or substantially all of its assets to an Applicable Third Party ; or ( 23 ) any other arrangement whereby an Ai3i3licable Third Party controls or has the right to control the board of directors or equivalent governing body that has the ability to cause the direction of the R1anagel1lent or polieies of Arnicas . } ~ > 2.5 No Implied Licenses . No right or license under any either Party 's Know - How, Patent Rights or other subject matter is granted or shall be deemed granted by implication, estoppel or otherwise . All such rights or licenses are granted only as expressly provided in this Agreement and the Related Agreements . Without limiting the foregoing, nothing herein shall be deemed to grant to [COMPANY] a right or license to any active pharmaceutical ingredient other than the Compounds