definiens: means with respect to a Party ( a ) any sale, exchange, transfer, or issuance to oracquisition in one transaction or a series of related transactions by one or more Third Parties of shares representingmore than fifty ( 50 % ) of the aggregate ordinary voting power entitled to vote for the election of directors representedby the issued and outstanding stock of such Party or any Affiliate that directly or indirectly controls such Party ( suchAffiliate, the ), whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record ; ( b ) a merger or consolidation under Applicable Law of such Partyor a Parent with a Third Party in which the shareholders of such Party or any Parent immediately prior to such mergeror consolidation do not continue to hold immediately following the closing of such merger or consolidation at least fifty(50 % ) of the aggregate ordinary voting power entitled to vote for the election of directors represented by the issuedand outstanding stock of the entity surviving or resulting from such consolidation ; or ( c ) a sale or other disposition ofall or substantially all of the assets of such Party or a Parent to one ( 1 ) or more Third Parties in one transaction or aseries of related transactions . Notwithstanding the foregoing, a purchase of shares by one or more Third Parties in abona fide financing transaction the primary purpose of which is to raise working capital for [COMPANY], including apublic offering, shall not constitute a Change of Control even if such Third Parties collectively negotiate or receivetheir rights as security holders in such financing transaction, except that such exemption shall not apply with respectto any Change of Control that would result in : ( i ) a Major Biopharmaceutical Company or any of its Affiliates or ( ii ) anycompany that has or has an Affiliate that has a Competing Product, in each case having more than fifty ( 50 % ) of theaggregate ordinary voting power in such Party or its Parent