definiens: means, with respect to [COMPANY], at any time prior to the date of the payment by [COMPANY] of the final Success Payment hereunder, ( a ) a merger, reorganization or consolidation with a Third Party which results in the voting securities of -5- [COMPANY] outstanding immediately prior thereto ceasing to represent, or being converted into or exchanged for voting securities that do not represe nt, at least fifty percent ( 50 % ) of the combined voting power of the voting securities of the surviving entity or the parent corporation of the surviving entity immediately after such merger, reorganization or consolidation, ( b ) a transaction in which a Th ird Party becomes the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of [COMPANY], other than through the issuance of voting securities for the purpose of raising financing to one or more financial or institutional investors that are not then controlled by an entity engaged in the development or commercialization of pharmaceutical or biotechnology products, or ( c ) the sale or other transfer of all or substantially all of [COMPANY] ’s business or assets relating to a Product, provided that a Change of Control will not be deemed to have occurred in the event that the Third Party in any of the foregoing transactions is a venture capital fund, pension fund, investment fund, commercial or investment bank, ins urance company, or similar financial institution, in each case that is not then a controlled Affiliate of a company engaged in the development and/or commercialization of pharmaceutical or biotechnology products