definiens: of Arcus means : ( i ) the sale of all or substantially all ofArcus ’ assets or business relating to this Agreement ; ( ii ) a merger, reorganization or consolidation involving Arcus inwhich the voting securities of Arcus outstanding immediately prior thereto cease to represent at least fifty percent(50 % ) of the combined voting power of the surviving entity immediately after such merger, reorganization orconsolidation ; or ( iii ) a person or entity, or group of persons or entities, acting in concert ( other than financialinvestment groups that do not have as a primary business the development and/or commercialization ofpharmaceutical products or companion diagnostics ) acquire more than fifty percent ( 50 % ) of the voting equitysecurities or management control of Arcus . Notwithstanding the foregoing, a of Arcus does notinclude an initial public offering of Arcus ’ securities or an issuance of Arcus ’ securities to where the primary purposeof such issuance is to raise capital for Arcus, even if securities are issued to an entity whose primary business is thedevelopment and/or commercialization of pharmaceutical products, provided that such entity acquires less than fiftypercent ( 50 % ) of the voting equity securities or management control of Arcus