definiens: means a transaction in which a Party : ( a ) sells, conveys or otherwisedisposes of all or substantially all of its property or business ( with the acquiror of the property or businessbeing referred to as the ) ; or ( b ) ( i ) merges or consolidates with any other entity or person ( otherthan a wholly - owned subsidiary of such Party ) ; or ( ii ) eﬀects any other transaction or series of transactions ; ineach case of clause ( i ) or ( ii ), such that the stockholders of such Party immediately prior thereto, in theaggregate, no longer own, directly or indirectly, beneﬁcially or legally, at least ﬁfty percent ( 50 % ) of theoutstanding voting securities or capital stock of the surviving entity following the closing of such merger, consolidation, other transaction or series of transactions . Notwithstanding the foregoing subsection ( b ), aChange of Control will not include any transaction or series of related transactions principally conducted forbona ﬁde equity ﬁnancing purposes in which cash is received, or indebtedness is cancelled or converted, or acombination thereof occurs ; provided such equity financing is made solely by non - strategic investors ( includingventure capitalist entities, investment banks, and their Aﬃliates ) who are not in the business of Developing orCommercializing pharmaceutical or biological products