definiens: means ( a ) the closing of the sale, transfer, exclusive licens e or other disposition of all or substantially all of CytomX ’s assets ( including intellectual property ), ( b ) the consummation of the merger or consolidation of CytomX with or into another entity ( except a merger or consolidation in which the holders of cap ital stock of CytomX immediately prior to such merger or consolidation continue to hold more than 50 % of the voting power of the capital stock of CytomX or the surviving or acquiring entity ), ( c ) the closing of the transfer ( whether by merger, consolidation or otherwise ), in one transaction or a series of related transactions, to a person or group of affiliated persons ( other than an underwriter of CytomX ’s securities ), of CytomX ’s securities if, after such closing, such person or group of affil iated persons would hold 50 % or more of the outstanding voting stock of CytomX ( or the surviving or acquiring entity ), or ( d ) a liquidation, dissolution or winding up of CytomX, except where such liquidation, dissolution or winding up of CytomX is related to or preceded by a transfer, license or other disposition of assets contemplated by ( a ) above to an Affiliate of CytomX as part of an internal restructuring, and in any event that would not have the effect of diminishing [COMPANY] ’s rights under this Agreemen t