definiens: means ( a ) EPIZYME ( i ) merges or consolidates with any Third Party, or ( ii ) effects anyother transaction or series of related transactions involving the transfer of capital stock of EPIZYME to a Third Party, otherthan a transaction in which EPIZYME or underwriters for EPIZYME sell securities of EPIZYME ( A ) in a public offering, or(B ) directly to bona fide venture capital investors or bona fide institutional investors that routinely make such investments forthe potential financial return on such investments and not with any view to acquisition, in the case of each of the foregoingclauses ( i ) and ( ii ) such that the stockholders of EPIZYME immediately prior thereto, in the aggregate, no longer beneficiallyown more than fifty percent ( 50 % ) of the outstanding voting securities of the surviving entity or the ultimate parent of thesurviving entity, following the closing of such merger, consolidation, other transaction or series of related transactions;(b ) EPIZYME sells all or substantially all of its business or assets to which this Agreement relates to a Third Party ; or ( c ) any or ( as such terms are defined under Section 13(d ) and 14(d ) of the United States Securities Exchange Act of1934 ) obtains control ( as defined in Section 1.1 ) of EPIZYME