definiens: means : ( i ) a merger or consolidation of [COMPANY] with any pharmaceutical or biotechnology or other life sciences company in which ( A ) [COMPANY] is not the surviving corporation and ( B ) the holders of [COMPANY] securities immediately prior to the merger or consolidation receive less than tllf'ty]percent ( l5Q% ) of the combined voting power entitled to vote in the election of the board of directors of the surviving entity by reason of their ownership of [COMPANY] securities ; or ( ii ) an acquisition which results in beneficial ownership ( within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule ) by any person, entity or group within the meaning of Section 13(d ) or 14(d ) of the Exchange Act, or any comparable successor provisions ( excluding any employee benefit plan, or related trust, sponsored or maintained by [COMPANY] or a subsidiary of [COMPANY] or other entity controlled by [COMPANY] ) of securities of [COMPANY] representing at leastKlft~ percent Q19 % ) of the combined voting power entitled to vote in the election of the board of directors ; provided, however that clauses ( i ) and ( ii ) of this Section 5.2.3 shall not apply to a merger effected exclusively for the purpose of changing the domicile of [COMPANY] . In no event shall include any transaction in which the Company or its suecessor(s ) issues securities to fmancial investors solely for capital raising purposes, provided that the principal business of any such financial investors is not the development and/or commercialization of pharmaceutical, biotech or biopharmaceutical products