definiens: means any of the following with respect to Innate : ( a ) the sale or disposition of all or substantially all of its assets to an Industrial Competing Party ; ( b ) the acquisition by an Industrial Competing Part y, acting alone or in concert with other Person(s ), of more than fifty percent ( 50 % ) of the combined votin g power of Innate ’s outstanding voting securities or otherwise the power to control the appointment o f the Board of Directors of Innate ; or ( c ) a merger, consolidation, share exchange or othe r similar transaction of Innate and any Industrial Competing Party which results in the holders of the outstanding voting securities of Innate immediately prior to such merger, consolidation, sh are exchange or other similar transaction ceasing to hold more than fifty percent ( 50 % ) of the combin ed voting power of the surviving, purchasing or continuing entity immediately after such merger, co nsolidation, share exchange or other similar transaction ; other than, in each case of subsection ( a ), ( b ) and ( c ), where such transaction is to be entered into between Innate and MedImmune or an Affiliate of Med Immune . Notwithstanding the foregoing, a Change of Control shall not be deemed to occur sole ly on account of an ( x ) initial public or secondary offering, or ( y ) the acquisition of securities of I nnate by one or more institutional investors, or Af filiates thereof, which are not Industrial Competing Parties, that acquire Innate ’s securities in a transaction or series of related transactions ( i ) 4 primarily for purposes of equity investment, or ( ii ) as a sale of assets, merger or other transaction effected exclusively for the purpose of obtaining t ax or other fiscal benefit or changing the corporat e domicile of Innate