definiens: means ( a ) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of a Party 's assets ; or ( b ) a merger or consolidation in which a Party is not the surviving corporation or in which, if a Party is the surviving corporation, the shareholders of such Party immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, own stock or other securities of the Party that possess a majority of the voting power of all of the Party 's outstanding stock and other securities and the power to elect a majority of the members of the Party 's board of directors ; or ( c ) a transaction or series of related transactions ( which may include without limitation a tender offer for a Party 's stock or the issuance, sale or exchange of stock of a Party ) if the shareholders of such Party immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securities of the Party that possess a majority of the voting power of all of the Party 's outstanding stock and other securities and the power to elect a majority of the members of the Party 's board of directors ; provided, that a Change of Control excludes ( A ) any transaction ( or series of related transactions ) in which the pre - transaction stockholders of the applicable Party own more than 50 % of the outstanding capital stock or equity interests of the surviving or acquiring entity or its parent, and ( B ) bona fide equity financings of [COMPANY] by financial investors ( i.e., by investors that are not pharmaceutical companies )