definiens: means any transaction, or series of related transactions, that is, or are, ( x ) an as defined in the Certificate of Incorporation of [COMPANY] as it exists as of the signing date, as reproduced inExhibit G, except that no vote of any shareholder or class of shareholders shall be required for any transaction orseries of transactions to qualify as an or ( y ) other sale of [COMPANY] or an Affiliate holding rights under or to thisAgreement to 3any Third Party(ies ), regardless of the form of the transaction(s ), and including sale of stock and sale of majority ( as described in the definition of Affiliate ), whether or not involving the issuance of new shares, unless:(a ) the business of [COMPANY] immediately prior to such transaction(s ) is the primary business of [COMPANY] or the survivingentity immediately after such transaction(s ) ; and ( b ) [COMPANY] or the surviving entity, immediately after suchtransaction(s ), is controlled ( as is defined in the definition of Affiliate ), directly or indirectly, through zero, oneor more intermediaries, exclusively by any one or more venture capital funds, private equity funds or other investorseach of whom is not primarily an operating biopharmaceutical, pharmaceutical, diagnostics, or medical deviceresearch and development and/or marketing company and is not controlled ( as is defined in the definition ofAffiliate ) by such an operating company . Notwithstanding anything express or implied in this definition, if Arsanisbecomes Affiliated with any top- [ * * ] ( based on annual sales ) pharmaceutical or top- [ * * ] ( based on annual sales)biopharmaceutical company, regardless of the form of the transaction(s ) and which entity is the surviving entity, thisshall be an [COMPANY] Trade Sale for purposes of this Agreement