definiens: shall mean any of ( i ) a sale, lease, transfer, exclusive license orother disposition of all or substantially all of the assets of the Company and its subsidiaries ; ( ii ) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company and its subsidiariesrelated to SM-88 in the United States ; ( iii ) a sale or other disposition ( including through the issuance by the Companyof shares of its capital stock ) of at least a majority of the voting power of the Company ; ( iv ) a merger, consolidation orsimilar transaction following which the Company is not the surviving corporation ; or ( v ) a merger, consolidation orsimilar transaction following which the Company is the surviving corporation but the shares of Common Stockoutstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged byvirtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash orotherwise, provided, however, that none of ( 1 ) any change in ownership or sale or other disposition of shares occurringsolely through public trading of the Common Stock by third parties, ( 2 ) any public offering of the Company ’s capitalstock for cash on the part of the Company, including pursuant to any existing or successor financingfacility or ( 3 ) any reincorporation, migratory merger effected solely for the purpose of changing the jurisdiction ofincorporation, or internal reorganization or restructuring of the Company shall not constitute a Corporate Transaction