definiens: means the occurrence of any of the following : -\ 1 - SV\734703.2 1 FINAL EXECUTION VERSION CONFIDENTIAL ( a ) OncoMed 's entering into a merger, consolidation or sale of a controlling interest in OncoMed or sale of all or substantially all of its assets to which this Agreement relates with or to [ a pharmaceutical or biotechnology company with substantial active operations ( such a company, a ) ], unless, following such transaction, ( i ) the individuals and entities who were the beneficial owners of the outstanding voting securities of OncoMed immediately prior to such transaction beneficially own, directly or indirectly, [ at least fifty percent ( 50 % ) of the combined voting power ] of the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from such transaction ( ), and ( ii ) [ at least fifty percent ( 50 % ) ] of the members of the Board of Directors or similar governing body of the Successor were members of the Board of Directors of OncoMed at the time of the execution of the initial agreement, or the action of the Board of Directors of OncoMed, governing such transaction ; or ( b ) any transaction in which [ any BioPharma Company ] acquires beneficial ownership of securities of OncoMed representing [ more than fifty percent ( 50 % ) of the combined voting power ] of the then outstanding securities of OncoMed ; provided, however, that, notwithstanding subsections ( a ) or ( b ) above, neither the sale of OncoMed 's securities in an underwritten public offering of OncoMed 's securities to multiple non - affiliated investors, nor the grant of a license by OncoMed to [ one or more BioPharma Companies, ] shall constitute a Change of Control