definiens: means, the first occurrence of any of the followi ng : ( a ) a transaction or series of related transactions pursu ant to the same set of transactional documents in w hich a developer or marketer of healthcare related product s and or services ( including a biotechnology or pha rmaceutical company ) becomes the owner of more than fifty perce nt ( 50 % ) of the combined voting power of Zai ’s outs tanding securities, or ( b ) the sale, lease or other transfe r to a developer or marketer of healthcare related products and or services ( including a biotechnology or pharmaceutic al company ) of all or substantially all of Zai ’s as sets or business to which this Agreement relates ; provided however that First Change of Control of Zai shall n ot include : ( i ) the issuance by Zai of securities of Zai in a b ona fide financing transaction or series of related bona fide financing transactions, either in private placement, public offering or otherwise ; ( ii ) the purchase o f Zai ’s stock on the public market by one or more investors that are not biotechnology company or pharmaceutical compan ies ; and/or ( iii ) any transaction that takes Zai private, or consolidates or reallocates stock ownership am ong Zai ’s existing investors