definiens: means : ( a ) a sale of all or substantially all of the assets of a Party in one or a series of relatedtransactions to a Third Party ( or a as defined in Section 13D of the Securities Exchange Act of 1934, asamended ) ; ( b ) the acquisition by a Third Party ( or such a group ), in one or a series of related transactions, ofbeneficial * * * Confidential Treatment Requested 2 ownership of more than 50 % of the voting equity securities of a Party ; or ( c ) a merger, reorganization orconsolidation involving a Party, as a result of which a Third Party ( or such a group ) acquires direct or indirectbeneficial ownership ( within the meaning of Section 13D of the Securities Exchange Act of 1934, as amended ) ofmore than 50 % of the voting power of the surviving entity immediately after such merger, reorganization orconsolidation ; but, in each case, excluding : ( i ) any transaction effected exclusively to change the domicile of a Party;(ii ) any public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of a Party ’s equity securities for the account of a Party ; ( iii ) any other transaction or seriesof transactions effected solely for bona fide equity financing purposes in which cash is received by a Party orindebtedness of a Party is cancelled or converted or a combination thereof ; and ( iv ) a consolidation with a wholly - owned subsidiary of a Party ; provided that in the cases of ( i)—(iv ) such transaction will be excluded from thedefinition of Change of Control only if, upon the closing of such transaction, a Significant Pharmaceutical Companydoes not have beneficial ownership of more than 50 % of the voting securities of such Party