definiens: shall mean ( a ) a merger, share exchange or other reorganization concerning the direct or indirect ownership of Company, ( b ) the acquisition of ownership, directly or indirectly, beneficially or of r ecord, by any person or group of the capital stock of Company representing a majority of the aggregate ordinary voting power, or aggregate equity value represented by the issued and outstanding capital stock, of Company, or ( c ) a sale of all or substantial ly all of the assets of Company or that portion of Company ’s business to which the license granted under this Agreement relates in one transaction or a series of related transactions, in which for each of ( a ), ( b ) and ( c ) the persons or entities that own c apital stock of Company representing a majority of the voting power of Company prior to such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the case may be ; and ( d ) the first sale of Company ’s comm on stock in a firm commitment underwritten public offering registered under the Securities Act of 1933, as amended, pursuant to an effective registration statement, provided however, that a transaction in which working capital is raised through the non -public issuance of equity in Company to investors shall not constitute a Change of Control