definiens: - shall mean any of the following : ( i ) the issuance of shares of any class ( includingsecurities convertible to shares ) of the Company which grant the holder(s ) thereof 50 % or more of the issuedand outstanding share capital of the Company or of any means of control of the Company ; or ( ii ) aconsolidation, merger or reorganization of the Company with or into another entity, or ( iii ) a sale or anassignment ( other than to an Affiliated Entity ) of all or substantially all of the Company ’s assets, orsubstantially all of the Company ’s issued and outstanding capital stock, or the granting of an exclusivelicense in all or substantially all of the Company ’s strategic assets ( other than the granting of such license toan entity within the [COMPANY] Group or an Affiliated Entity thereof ) in which the consideration for the grantingof such license is payable in whole or in part in one or more payments in cash or cash equivalent ( providedthat a bona fide transaction with a third party in which the sole consideration for the granting of such alicense shall be royalties based upon future sales of Products shall not be deemed an hereunder ) . For the purposes of this definition, references to the Company shall include any member of theBiogal Group and/or any successor or assign thereof and/or an Affiliated Entity thereof that is a Sublicenseepursuant to Section 9 below