definiens: means an event where : ( a ) any person or group ( other than a Biotech Company [ * ] ) becomes the beneficial owner, directly orindirectly, of at least fifty percent ( 50 % ) or more of the outstanding Voting Stock or voting power over Voting Stock of ( i)Quark or ( ii ) any Parent Company ( other than, for purposes of this clause ( a ), [ * ] ; or ( b ) if Quark has registered as an issuer under the Securities Exchange Act of 1934, as amended ( the ) or has become a public company under a comparable law of a country other than the United States, and amajority of the seats ( other than vacant seats ) on the board of directors or other governing body of Quark ( the ) isoccupied by any person or group who were neither ( i ) members of the Board on the date that Quark first registered under the1934 Act or otherwise became publicly held or ( ii ) members thereafter appointed, nominated or recommended by the Board;or ( c ) Quark enters into an agreement with any person or entity ( other than a Biotech Company)providing for a merger, consolidation, reorganization or other similar transaction ( or series of related transactions ) of Quarkwith another person or other entity ( other than any Biotech Company ) as a result of which, immediately following suchtransaction ( or series of related transactions ) at least a majority of the outstanding Voting Stock or voting power over VotingStock of the surviving or newly - created entity in such transaction ( or series of related transactions ) is beneficially owned byshareholders who were not shareholders of Quark at any time during the two ( 2 ) years immediately prior to such transaction ( orseries of related transactions ) ; or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED