Definition of Change of Control. As used in this Section 14.01 the term “Change of Control” shall mean # any merger, reorganization, consolidation or combination in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [Sections 13(d) and 14] (d)(2) of the Securities Exchange Act of 1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Party representing 50% or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combined voting power of the Party’s then-outstanding voting securities; or # if individuals who as of the Effective Date constitute the Board of Directors of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.

Definition of Change of Control. As usedFor the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including a “group” as defined in this Section 14.01 the term “Change of Control” shall mean # any merger, reorganization, consolidation or combination in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [Sections 13(d) and 14] (d)(2)3) of the Securities Exchange Act of 1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities1934, acquires shares of the Party representing 50%Corporation having 30% or more of either # the then-outstanding sharestotal number of common stockvotes that may be cast for the election of directors of the Party or its parent corporation,Corporation; or # as the combined voting powerresult of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the Party’s then-outstanding voting securities; or # if individualsforegoing transactions (a “Transaction”), the persons who aswere directors of the Effective DateCorporation before the Transaction shall cease to constitute a majority of the Board of Directors of the PartyCorporation or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequentsuccessor to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Corporation.

Definition of Change of Control. As usedFor the purpose of this Agreement, a “Change of Control” shall be deemed to have taken place upon the first of the following to occur after the date of this Agreement: # a third person, including a “group” as defined in this Section 14.01 the term “Change of Control” shall mean # any merger, reorganization, consolidation or combination in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [Sections 13(d) and 14] (d)(2)3) of the Securities Exchange Act of 1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities1934, acquires shares of the Party representing 50%Corporation having 30% or more of either # the then-outstanding sharestotal number of common stockvotes that may be cast for the election of directors of the Party or its parent corporation,Corporation; or # as the combined voting powerresult of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the Party’s then-outstanding voting securities; or # if individualsforegoing transactions (a “Transaction”), the persons who aswere directors of the Effective DateCorporation before the Transaction shall cease to constitute a majority of the Board of Directors of the PartyCorporation or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequentsuccessor to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Corporation.

DefinitionFor purposes of Change of Control. As used in this Section 14.01 the term4, “Change ofin Control” shall mean any of the following events: # any merger, reorganization,a merger or consolidation or combination in which # the Company is a Partyconstituent party; or # a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to this Agreement is notsuch merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted or exchanged for shares of capital stock which represent, immediately following such merger or consolidation at least a majority, by voting power, of the capital stock of # the surviving corporation,or resulting corporation or # if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; # a transaction to which the Company is a party and pursuant to which any “person” (within the meaning of [Sections(as such term is used in Sections 13(d) and 14] (d)(2)14(d) of the Securities Exchange Act of 1934)1934, as amended (the “Exchange Act”)), excluding Licensee and its Affiliates, isother than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the beneficial owner,“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the PartyCompany representing more than 50% or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combined voting power of the Party’Company’s then-outstanding voting securities;securities, excluding, for purposes of this [subsection (ii)], any transaction constituting an equity financing in which the Company is the surviving corporation; or # if individuals who asthe sale, lease, transfer or other disposition (including by way of an exclusive license), in a single transaction or series of related transactions, by the Company or any subsidiary of the Effective Date constituteCompany of all or substantially all the Board of Directorsassets of the PartyCompany and its subsidiaries taken as a whole, except where such sale, lease, transfer or its parent corporation (the “Incumbent Board”) cease for any reasonother disposition is to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majoritywholly owned subsidiary of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Company.

Definition of “Change of Control. As used in this Section 14.01 the term “Change of Control” shall mean any of the following: # any merger, reorganization, consolidation or combination“Person,” as such term is used in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [SectionsSections 13(d) and 14] (d)(2)14(d) of the Securities Exchange Act of 1934)1934, as amended and in effect from time to time (the “Exchange Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), excluding Licenseetogether with all “affiliates” and its Affiliates,“associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is or becomesdefined in Rule 13d-3 under the beneficial owner,Exchange Act), directly or indirectly, of securities of the PartyCompany representing 50%more than 50 percent (50%) or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combined voting power of the Party’Company’s then-then outstanding voting securities;securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”) (in such case other than as a result of an acquisition of securities directly from the Company); or # the consummation of a consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company in a single transaction or series of related transactions (a “Corporate Transaction”); excluding, however, a Corporate Transaction in which the stockholders of the Company immediately prior to the Corporate Transaction, would immediately after the Corporate Transaction, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the corporation issuing cash or securities in the Corporate Transaction (or of its ultimate parent corporation, if individuals whoany); or # persons who, as of the Effective Datedate hereof, constitute the Company’s Board of Directors of the Party or its parent corporation (the “Incumbent Board”Directors”) cease for any reasonreason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of such Board of Directors; provided, however,the Board, provided that any individualperson becoming a director of the Company subsequent to the Effective Date whose election,date hereof shall be considered an Incumbent Director if such person’s election was approved by or nominationsuch person was nominated for election by the Party’s shareholders, was approved byeither # a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual wereDirectors or # a membervote of at least a majority of the Incumbent Board,Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but excluding, for this purpose,provided further, that any such individualperson whose initial assumption of office occurs as a result ofis in connection with an actual or threatened election contest with respectrelating to the election or removal of directorsmembers of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a personPerson other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Board;Director; or # any other acquisition of the business of the Company in which a majority of the Board votes in favor of a decision that a Change in Control has occurred within the meaning of this Agreement; or # the approval by the shareholdersCompany’s stockholders of a Party of a completeany plan or proposal for the liquidation or the complete dissolution of such Party.the Company.

Definition of Change of Control. As used in this Section 14.01 the term(h) “Change of Control” shall meanmeans # a sale of all or substantially all of the Company’s assets, or # any merger, reorganization, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaningholders of [Sections 13(d) and 14] (d)(2) of the Securities Exchange Act of 1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Party representing 50% or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combined voting power of the Party’s then-outstanding voting securities; or # if individuals who as of the Effective Date constitute the Board of Directors of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such Boardtransaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of Directors; provided, however,voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, # the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, # any other transaction or series of related transactions deemed to be a “Liquidation Transaction” (as defined in the Company’s Certificate of Incorporation, as amended from time to time) or (5) or (4) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees (the “Incumbent Directors”) cease to constitute a majority of the Board; provided however that any individual becoming a director subsequent toif the Effective Date whose election,election or nomination for election by the Party’Company’s shareholders,stockholders, of any new Director was approved by a vote of at least a majority50% of the directors then comprising the Incumbent BoardDirectors, such new Director shall be considered as though such individual were a member of thean Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Director.

DefinitionChange in Control. For purposes of Change of Control. As usedthis Agreement, a “Change in this Section 14.01 the term “Change of Control” shall mean # any merger, reorganization, consolidation or combination in which a Partybe deemed to this Agreement is not the surviving corporation, orhave occurred if # any “person” (within the meaning of [Sections(as such term is used in Sections 13(d) and 14] (d)(2)14(d) of the Securities Exchange Act of 1934)1934, as amended), excluding Licensee and its Affiliates,other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner,“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the PartyCompany representing 50%20% or more of eitherthe total voting power represented by the Company’s then outstanding Voting Securities, # individuals who on the then-outstanding sharesdate of common stockthis Agreement are members of the Party or its parent corporation, or # the combined voting power of the Party’s then-outstanding voting securities; or # if individuals who as of the Effective Date constitute the Board of Directors of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of suchthe members of the Board of Directors; provided,(provided, however, that any individual becoming a director subsequent toif the Effective Date whose election,appointment or election (or nomination for election by the Party’s shareholders,election) of any new Board member was approved or recommended by a majority vote of at least a majoritythe members of the directors then comprising the Incumbent Board then still in office, such new member shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose,Board), or # the stockholders of the Company approve a merger or consolidation of the Company with any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a personcorporation, other than a merger or consolidation which would result in the Incumbent Board;Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or # approvalby being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the shareholdersVoting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a Partyplan of a complete liquidation of the Company or an agreement for the complete dissolutionsale or disposition by the Company of such Party.(in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Definition“Change in Control” means the occurrence of Changeany of Control. As used in this Section 14.01 the term “Change of Control” shall meanfollowing events with respect to the Company: # any merger, reorganization, consolidationPerson acquires direct or combinationindirect beneficial ownership (as defined in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [Sections 13(d) and 14] (d)(2) of the Securities Exchange Act of 1934), excluding Licensee1934, as amended, and its Affiliates, isthe regulations promulgated thereunder) of more than 50% percent of the outstanding voting securities of the Company; or becomes# the beneficial owner,shareholders of the Company approve, or the Company otherwise effects, enters into or approves, # a merger or consolidation of the Company with or into any other person or entity, # an agreement for the sale or disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company, # a plan of complete liquidation of the Company or # any transaction similar to any of the foregoing, other than, in the case of both (2)(A) and (2)(B) above, a merger, consolidation or sale that would result in the voting securities of the Company outstanding immediately prior thereto controlling or continuing to represent, directly or indirectly, ofeither by remaining outstanding or by being converted into equity securities of the Party representingsurviving person or entity, at least 50% or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combinedtotal outstanding voting powersecurities of the Party’s then-outstanding voting securities; or # if individuals who as of the Effective Date constitute the Board of Directors of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidationCompany or the complete dissolution ofsurviving person or entity outstanding immediately after such Party.transaction.

Definition of Change ofin Control. As usedA “Change in this Section 14.01 the term “Change of Control” shall mean the following: # any merger, reorganization, consolidation or combinationmerger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [Sections 13(d) and 14] (d)(2)stockholders of the Securities Exchange ActCompany immediately prior to such consolidation, merger or reorganization, continue to hold a majority of 1934), excluding Licensee and its Affiliates, is or becomes the beneficial owner, directly or indirectly, of securities of the Party representing 50% or more of either # the then-outstanding shares of common stock of the Party or its parent corporation, or # the combined voting power of the Party’surviving entity (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; # any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s then-outstanding voting securities;power is transferred; provided that the foregoing shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted or a combination thereof; or # if individuals who asa sale, lease, exclusive license or other disposition of all or substantially all of the Effective Date constitute the Board of Directorsassets of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Company.

DefinitionDefinition. For purposes of Changethis Agreement, “Change of Control. AsControl” means the removal of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any of the following events: # the sale, lease, conveyance or other disposition of all or substantially all of the Company’s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert; # any “person” (as such term is used in this Section 14.01 the term “Change of Control” shall mean # any merger, reorganization, consolidation or combination in which a Party to this Agreement is not the surviving corporation, or # any “person” (within the meaning of [SectionsSections 13(d) and 14] (d)(2)14(d) of the Securities Exchange Act of 1934)1934, as amended), excluding Licensee and its Affiliates, is or becomesother than any then currently existing shareholder as of the beneficial owner,Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the PartyCompany representing 50%fifty percent (50%) or more of eitherthe total voting power represented by the Company’s then outstanding voting securities but in no event shall the completion of an offering # of the then-outstandingCompany’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # a private offering of shares of commonthe capital stock of the Party or its parent corporation,Company constitute a Change of Control; or # a merger or consolidation of the combinedCompany with any other corporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Party’s then-Company or such surviving entity outstanding voting securities;immediately after such merger or consolidation. ; and # if individuals who asthe engagement of a new Chief Executive Officer of the Effective Date constitute the Board of Directors of the Party or its parent corporation (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board of Directors; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Party’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; or # approval by the shareholders of a Party of a complete liquidation or the complete dissolution of such Party.Company.