definiens: shall mean the occurrence of any of the following after the Execution Date:(a ) a transaction or series of related transactions that results in the sale, transfer or other disposition of all or substantially allof [COMPANY] ’s assets;(b ) a merger or consolidation in which [COMPANY] is not the surviving corporation or in which, if [COMPANY] is the survivingcorporation, the beneficial owners of the outstanding voting securities of [COMPANY] immediately prior to the consummation ofsuch merger or consolidation do not, immediately after consummation of such merger or consolidation, beneficially own, directly or indirectly, stock or other securities of [COMPANY] that possess 50 % or more of the voting power of all Ignyta’soutstanding stock and other securities and the power to elect a majority of the members of [COMPANY] ’s board of directors;(c ) a transaction or series of related transactions ( which may include, without limitation, a tender offer for [COMPANY] ’s stock or theissuance, sale or exchange of stock of [COMPANY] ) whereby the beneficial owners of the outstanding voting securities of Ignytaimmediately prior to such transaction or series of transactions do not, immediately after consummation of such transaction orany of such related transactions, own stock or other securities of [COMPANY] that possess 50 % or more of the voting power of allIgnyta ’s outstanding stock and other securities and the power to elect a majority of the members of [COMPANY] ’s board ofdirectors ; or(d ) the acquisition ( whether in a single transaction or series of related transactions ) after the Execution Date by a Third Partyor Group ( as such term is defined in the Securities Exchange Act of 1934, as amended ) of beneficial ownership of 50 % ormore of [COMPANY] ’s voting securities or other securities, indebtedness or other rights convertible into such voting securities;provided, that a Change of Control shall not include any transaction or series of transactions solely for bona fide financingpurposes in which cash is received by [COMPANY] or indebtedness of [COMPANY] is cancelled or converted or a combination thereof forso long as the Third Party or Group acquiring such ownership does not then or thereafter have any other relationship withIgnyta other than such financing arrangement, including any arrangement involving the development, manufacture orcommercialization of a Product