definiens: means, with respect to [COMPANY], the occurrence of any of the following events : ( i ) the acquisition by any Third Party ( or a group of Third Parties acting in concert ), whether ina single transaction or a series of related transactions, of beneficial ownership of securitiesof [COMPANY] representing more than fifty percent ( 50 % ) of the combined voting power ofDermira ’s then outstanding securities entitled to vote generally in the election of directors, provided, that ( A ) [COMPANY] ’s current stockholders shall not be deemed to be acting inconcert by virtue of their current or future ownership of [COMPANY] securities or rights assecurity holders ( including rights to nominate members of [COMPANY] ’s board of directors ) and(B ) Third Parties who purchase [COMPANY] securities in future financing transactions, includinga public offering, shall not be deemed to be acting in concert by virtue of purchasing thesame securities and collectively negotiating, or 3 receiving, their rights as security holders in such financing transactions ; ( ii ) the consummation of a merger ( including without limitation any reverse merger or othersimilar transaction or series of transactions ) or consolidation of [COMPANY] with a Third Party, which results in ( 1 ) [COMPANY] ’s voting securities outstanding as immediately prior theretorepresenting ( either by remaining outstanding or by being converted into voting securities ofthe surviving or another entity ) fifty percent ( 50 % ) or less of the combined voting power ofthe voting securities of, as applicable, [COMPANY] or such surviving or other entity which areoutstanding as immediately after such merger or consolidation or ( 2 ) a change of fiftypercent ( 50 % ) or more of either the members of [COMPANY] ’s incumbent board of directors orexecutive management ( Executive Vice Presidents and above ) directly responsible forDevelopment and [COMPANY] Commercial Activities, in either case, as existing immediatelyprior thereto