definiens: means with respect to a Party ( a ) any sale, exchang e, transfer, or issuance to or acquisition in one transaction or a series of relat ed transactions by one or more Third Parties of uni ts and/or shares of equity ( as applicable ) representing 50 % o r more of the aggregate ordinary voting power entit led to vote for the election of directors or managers represent ed by the issued and outstanding units of equity of such Party ( or any Affiliate that directly or indirectly contr ols such Party ( such Affiliate, the ) ), whether such sale, exchange, transfer, issuance or acquisition is made directly or indirectly, by merger or otherwise, or beneficially or of record ( collectively, a ) ; ( b ) a merger or consolidation under Applicable Law of such Party or a Parent with a Third Party, other than a merger or consolidation in which the units and/or shares of equity of such Party or Parent outstanding immediately prior to such merger or consolidation continue to represe nt, or are converted into or are exchanged for units and/or sh ares of equity which represent, immediately followi ng such merger or consolidation, 50 % or more of the aggrega te ordinary voting power of such units and/or share s of equity of the surviving or resulting entity or a pa rent entity of such surviving or resulting entity, whether direct or indirect ( collectively, a ) ; ( c ) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of such Party or a Parent to one or more Third Parties in one transact ion or a series of related transactions ( collectively, the ) . Notwithstanding the foregoing, a purchase of sh ares in a Stock Sale by one or more Third Parties in a b ona fide financing transaction the primary purpose of which is to raise working capital for RevMed or to acquire a ssets from a Third Party ( in either case including one or more public offerings ) shall not constitute a Change of Control even if such Third Parties collectively neg otiate or receive their rights as security holders in such fi nancing transaction(s ), except that such exemption shall not apply with respect to any Change of Control that wo uld result in any Major Biopharmaceutical Company h aving more than 50 % of the aggregate ordinary voting powe r in RevMed or its Parent . The Parent of a Party fo r purposes of this Section 1.12 shall not include any 3 Excluded Investor, provided that the applicable Sto ck Sale, Merger or Asset Transfer does not result i n any Major Biopharmaceutical Company having more than 50 % of the aggregate ordinary voting power in, or con trol over all or substantially all of the assets of, Rev Med or its Parent or any surviving or resulting ent ity or a parent entity of such surviving or resulting entity