definiens: means a Change of Control under and as defined in the ALNYLAM - TEKMIRA License Agreement, or any other transaction, or series of related transactions, whereby ( a ) PROTIVA merges, reorganizes, amalgamates or consolidates with another entity, and the shareholders of PROTIVA owning at least fifty percent(50 % ) of the outstanding voting securities of PROTIVA immediately prior to such transaction(s ) own less than fifty percent(50 % ) of the outstanding voting securities of PROTIVA or the surviving entity as a result of such transaction(s ) ; ( b ) PROTIVAsells, transfers or otherwise disposes of all or substantially all of its assets to which this Agreement relates ; or ( c ) PROTIVAissues securities to any Third Party, TEKMIRA sells, transfers or otherwise disposes of any PROTIVA securities, or PROTIVApermits or otherwise consents to the sale, transfer or other disposition of any PROTIVA securities, if and only if, in any ofthese circumstances, such transaction or series of transactions results in a new Affiliate of PROTIVA ; provided, however, that(i ) the merger, reorganization, amalgamation or consolidation of PROTIVA with TEKMIRA after the end of the RestrictionPeriod, and ( ii ) the sale or transfer of all or substantially all of the assets to which this Agreement relates to TEKMIRA afterthe end the Restriction Period, shall not be deemed a Change of Control for purposes of this Section 14.7 . ALNYLAMacknowledges and agrees that the transactions under the Purchase Agreement will not constitute a undereither the Original Cross - License Agreement or this Agreement . Upon ( 1 ) PROTIVA receiving or otherwise becoming aware ofa proposal or intention by a Third Party to take any action, whether directly or indirectly, including without limitation a non - binding letter of intent, that could lead to a Change of Control, ( 2 ) PROTIVA planning to solicit or soliciting offers relatingto its voting securities or assets that could lead to a Change of Control, or ( 3 ) any Change of Control, PROTIVA shall provideprompt written notice thereof to ALNYLAM