definiens: means any transaction, or series of related transactions, that is, or are, ( x ) an as defined in the Certificate of Incorporation of [COMPANY] as it existsas of the signing date, as reproduced ii1 Exhibit G, except that no vote of any shareholder or classof shareholders shall be required for any transaction or series of transactions to qualify as an or ( y ) other sale of [COMPANY] or an ~ffliate holdin ; ribhts under or to this Agreement toany Third Party(ies ), regardless of the form of the transaction(s ), and including sale o~ stock andsale of majority ( as described in the definition of Affiliate ), whether or not involvingthe issLtance of new shares, unless : ( a ) the business of [COMPANY] immediately prior to suchtransaetion(s ) is the primary business of [COMPANY] or the surviving entity immediately after suchtransaction(s ) ; and ( b ) [COMPANY] or the surviving entity, immediately after suc11 transaction(s ), iscontt•olled ( as is defined in the definition of Affiliate ), directly or indirectly, throughzero, one or more intermediaries, exclusively by any one or more venture capital funds, privateequity funds or other investors each of v~~hom is not primarily an operating biopharmaceutical, phat - maceutical, diagnostics, or medical device research and development and/or marketingcompany and is not controlled ( as is defined in the definition of Affiliate ) by such anoperating company . Notwithstanding anything express or implied in this definition, if Arsanisbecomes Affiliated with ally top-2Q ( based on amival sales ) pharmaceutical or top - tip ( based o1iannual sales ) biopharmaceutical company, regardless of the form of the transactions ) and whichentity is the surviving entity, this s11a11 he an [COMPANY] Trade Sale for purposes of this Agreement