definiens: means, with respect to a Party, an event or transaction or series of events or transactions by which : ( a ) any Third Party ( or group of Third Parties acting in concert ) becomes t he beneficial owner, directly or indirectly, of more than fifty percent ( 50 % ) of the outstanding securities of such Party or the total voting power of such securities entitl ed to vote in elections of directors ; ( b)(i ) such Party reorganizes, consolidates or come s under common control with, or merges into another Third Party entity, or ( ii ) any Third Party entity reorganizes, consolidates or comes under common control with, or merges into such Party, in either event of the foregoing ( ( i ) or ( ii ) ) where more tha n fifty percent ( 50 % ) of the total voting power of the securities outstanding of the s urviving entity entitled to vote in elections of directors is not held by the parties h olding at least fifty percent ( 50 % ) of the outstanding shares of such Party immediately pr eceding su ch reorganization, consolidation or merger ; ( c ) such Party conveys, transfers or leases to a Third Party ( x ) all or substantially all of its assets or the c ontrol thereof, or ( y ) all or substantially all of its assets or business relating to this Agre ement or the control thereof ; or ( d ) any other arrangement whereby a Third Party ( or group o f Third Parties acting in concert ) obtains control or the right to control the board o f directors or equivalent governing body that has the ability to cause the directio n of the management, policies or affairs of such Party ; provided, however, that, notwithstan ding subsections ( a ) through ( d ) above, a sale of a Party ’s securities in an underwr itten public offering of such Party ’s securities to multiple non - affiliated inve stors or other financing transaction the primary purpose of which is to raise capital to fun d the operations of such Party shall not constitute a Change of Control