definiens: means the consummation of atransaction during the Term in which a Third Party acquires, merges or consolidates with [COMPANY] ; or possesses ( directly orindirectly ) the power to direct or cause the direction of management or policies of [COMPANY] through ownership of amajority of securities, partnership, or other ownership rights or agreements ; or in which [COMPANY] transfers or sells all orsubstantially all of its assets or business to which the Transaction Agreements relate ; provided, however, that none of thefollowing shall be considered a Change in Control : ( i ) a merger effected exclusively for the purpose of changing thedomicile of [COMPANY] ; ( ii ) an equity financing in which [COMPANY] is the surviving corporation ; or ( iii ) a transaction in whichthe stockholders of [COMPANY] immediately prior to the transaction own fifty percent ( 50 % ) or more of the voting power ofthe surviving corporation following the transaction . In the- 51 -Table of Contentsevent of a Change of Control of [COMPANY] during the Term, [COMPANY] shall provide written notice of such Change ofControl to [COMPANY] no later than ten ( 10 ) business days after the occurrence of such event ( ) . If the Change of Control results in [COMPANY] becoming controlled by a Local Therapeutic Company, or ifAngiotech has other sound business reasons, [COMPANY] may, in its sole discretion and at its election, terminatethe Transaction Agreements by giving [COMPANY] and the Third Party successor to [COMPANY] written notice oftermination within ninety ( 90 ) days after the later to occur of : ( x ) the date of consummation of such transaction, or(xi ) the date [COMPANY] received the Change of Control Notice from [COMPANY] . Any such notice of termination byAngiotech shall be effective sixty ( 60 ) days after delivery of such notice to [COMPANY] and the Third Party successorto [COMPANY] . If [COMPANY] does not exercise this right of termination, [COMPANY], [COMPANY] and the Third Partysuccessor to [COMPANY] shall continue thereafter to fulfill their respective rights and obligations under theTransaction Agreements