definiens: ( as defined under the Exchange Act)with respect to any securities of the Company ( other than any comprisedsolely of Affiliates of the Investor ) ; ( c ) otherwise act, alone or in concertwith others, to seek to control or influence the management, Board of Directorsor policies of the Company ( other than as permitted by the terms of thisAgreement, the Stock Purchase Agreement or the Research Collaboration andLicense Agreement ) ; or ( d ) enter into any discussions or arrangements with anythird party with respect to any of the foregoing . Notwithstanding the foregoing, it shall not be a violation of the provisions of this Section 18 if the Investorand its Affiliates beneficially own ( as defined in Rule 13d-3 of the ExchangeAct ) 20 % or more of the total outstanding voting securities of the Company as aresult of a Reduction in Outstanding Securities ( as defined in Section 20below )