definiens: means : ( i ) a merger or consolidation of [COMPANY] with any pharmaceutical or biotechnology or other life sciencescompany in which ( A ) [COMPANY] is not the surviving corporation and ( B ) the holders of [COMPANY] securitiesimmediately prior to the merger or consolidation receive less than [ * * * ] percent ( [ * * * ] % ) of the combined voting powerentitled to vote in the election of the board of directors of the surviving entity by reason of their ownership of ChemoCentryxsecurities ; or ( ii ) an acquisition which results in beneficial ownership ( within the meaning of Rule 13d-3 promulgated underthe Exchange Act, or comparable successor rule ) by any person, entity or group within the meaning of Section 13(d ) or 14(d)of the Exchange Act, or any comparable successor provisions ( excluding any employee benefit plan, or related trust, sponsored or maintained by [COMPANY] or a subsidiary of [COMPANY] or other entity controlled by [COMPANY] ) ofsecurities of [COMPANY] representing at least [ * * * ] percent ( [ * * * ] % ) of the combined voting power entitled to vote in theelection of the board of directors ; provided, however that clauses ( i ) and ( ii ) of this Section 5.2.3 shall not apply to a mergereffected exclusively for the purpose of changing the domicile of [COMPANY] . In no event shall include any transaction in which the Company or its successor(s ) issues securities to financial investors solely for capitalraising purposes, provided that the principal business of any such financial investors is not the development and / orcommercialization of pharmaceutical, biotech or biopharmaceutical products