definiens: means the following, as applied only to the entirety of that part of Epinomics ’s business that exercises all of therights granted under this Agreement : ( A)acquisition of ownership — directly or indirectly, beneficially or of record — by any person or group ( within the meaning of theExchange Act and the rules of the SEC or equivalent body under a different jurisdiction ) of the capital stock of Epinomicsrepresenting more than 45 % of either the aggregate ordinary voting power or the aggregate equity value represented by the issuedand outstanding capital stock of Epinomics ; and/or PAGE 1 OF 28 ( B)the sale of all or substantially all Epinomics ’s assets and/or business in one transaction or in a series of related transactions;provided, however, that in no event shall the sale of equity or other securities for the primary purpose of financing Epinomics be aChange of Control