definiens: mean s ( i ) a dissolution or liquidation of [COMPANY] ; ( ii ) a sale of all or substantially all the assets of [COMPANY], ( iii ) any consolidation or merger of [COMPANY] with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of [COMPANY] immediately prior to such consolidation, merger or reorganization, own less than fifty percent ( 50 % ) of the Company ’s voting power immediately after such consolidation, merger or reorganization, excluding any consolidat ion, merger or reorganization effected exclusively to change the domicile of [COMPANY], or ( iv ) acquisition by any person, entity or group within the meaning of Section 13(d ) or 14(d ) of the Exchange Act, or any comparable successor provisions ( other than MU S, CMEA Ventures Life Sciences 2000, L.P., Chevron Technology Ventures, LLC, Pequot Private Equity Fund III, L.P. and their respective Affiliates ( collectively, the, or any group including any Current Stockholder that does not includ e, within the reasonable discretion of [COMPANY], a competitor of [COMPANY] ) of the beneficial ownership ( within the meaning of Rule 13d -3 promulgated under the Exchange Act, or comparable successor rule ) of securities of the Company such that after the acquis ition the person, entity or group owns securities of [COMPANY] representing at least fifty percent ( 50 % ) of the combined voting power entitled to vote in the election of directors