definiens: shall mean the occurrence, with respect to Palatin, of any one of the following events : ( a ) any as such term is defined in Sectio n 3(a)(9 ) of the Securities Exchange Act of 1934 ( and as used in Sections 13(d)(3 ) and 14(d)(2 ) of such Act ) is or becomes a ( as defined in Rule 13d-3 under such Act ), directly or indirectly, of securities of Palatin representing greater than fifty percent ( 50 % ) of the combined voting power of Palatin 's then outstanding securiti es eligible to vote for the election of its board of directors ; provided, h owever, that the event described in this clause ( a ) shall not be deemed to be a change in control by virtue of any of the following acquisitions : ( i ) by Palatin or any wholly - owned subsidiary of Palatin, ( ii ) by any emp loyee benefit plan sponsored or maintained by Palatin or any subsidiar y of Palatin, ( iii ) by any underwriter temporarily holding securities purs uant to an offering of such securities, or ( iv ) except as provided in subs ection 1.6(c ) below, in which voting securities of Palatin are acquired fro m Palatin, if a resolution providing expressly that the acquisition pursuant to this clause ( iv ) does not constitute a change in control is app roved by a vote of at least a majority of the directors who are directors of Palatin on and as of the date hereof ; ( b ) individuals who, on the date hereof, constitut e the board of directors of Palatin cease for any reason to con stitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof, whose election, or nomination f or election, by Palatin 's stockholders was approved by a vote of at least a majority of the directors comprising the current board of directors ( either by a specific vote or by approval of the proxy statement of Palat in in which such person is named as a nominee for director, without objecti on to such nomination ) shall be, for purposes of this clause ( b ), consider ed as though such person were a member of the current board of directors ; pr ovided, however, that no individual initially elected or nominated as a dire ctor of Palatin as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicit ation of proxies or consents by or on behalf of any person other than t he board of directors shall be deemed to be a member of the current board of directors ; ( c ) a merger, consolidation, share exchange or sim ilar form of corporate reorganization of Palatin requiring the approval of Palatin 's stockholders ( whether for such transaction or the issuance of se curities in the transaction or otherwise ) ; provided, however, that a shall not be deemed to occur upon a merger, consoli dation, share exchange or similar form of corporate reorganization of Pala tin, whether or not stockholder approval is required, so long as ( A ) th e Board of Directors of any entity surviving or resulting from such reorgan ization contains at least fifty percent ( 50 % ) of the directors who were members of the board of directors of Palatin immediately prior to such reor ganization and ( B ) the Chief Executive Officer of any such surviving entit y is the same person as the Chief Executive Officer of Palatin immediately prior to such reorganization ; ( d ) the direct or indirect sale or other dispositi on of all, substantially all or any substantial parts of the assets or lines of business of Palatin, whether or not approval of any such transaction by stockholders is required ; provided, however, Palatin shall be able to sell or otherwise dispose of non - LeuTech assets or lines of business in a transaction not otherwise qualifying as a under subsections ( a ), ( b ) and ( c ) of this Section 1.6, whether or not approva l of such transaction by stockholders is required, and such sale or other di sposition shall not constitute a ; or ( e ) the stockholders of Palatin approve a plan of complete liquidation or dissolution of Palatin