definiens: means, with respect to either Party, at anytime prior to the date of the first Regulatory Approval of the Product for PNH ( a ) a merger, reorganization or consolidation of such Party with a Third Party which results in the votingsecurities of such Party outstanding immediately prior thereto ceasing to represent, or beingconverted into or exchanged for voting securities that do not represent, at least fifty percent(50 % ) of the combined voting power of the voting securities of the surviving entity or theparent corporation of the surviving entity immediately after such merger, reorganization orconsolidation, ( b ) a transaction in which a Third Party becomes the beneficial owner of fiftypercent ( 50 % ) or more of the combined voting power of the outstanding securities of suchParty or ( c ) the sale or other transfer of all or substantially all of such Party ’s business orassets relating to the Product for use in the treatment of PNH, provided that a LicensingTransaction shall not constitute a Change of Control and a Change of Control will not bedeemed to have occurred in the event that the Third Party in any of the foregoing transactionsis a venture capital fund, pension fund, investment fund, commercial or investment bank, insurance company, or similar financial institution, in each case that is not then a controlledAffiliate of a company engaged in the development and/or commercialization ofpharmaceutical or biotechnology products