definiens: means, with respect to a Party ( a ) the acquisitio n of beneficial ownership, directly or indirectly, by any corporation or other entity of securities or other voting interest of s uch party representing 50 % or more of the combined voting pow er of such Party ’s then outstanding securities or o ther voting interests, ( b ) any merger, reorganization, c onsolidation or business combination involving such Party that results in the holders of beneficial ownership of t he voting securities or other voting interests of s uch Party ( or, if applicable, the ultimate parent of such Party ) imme diately prior to such merger, reorganization, conso lidation or business combination ceasing to hold beneficial own ership of 50 % or more of the combined voting power of the surviving entity immediately after such merger, reo rganization, consolidation or business combination, or ( c ) any sale, lease, exchange, contribution or other transf er ( in one transaction or a series of related trans actions ) of all or substantially all of the assets of such Party to wh ich this Agreement relates . For clarity, a Change o f Control shall not include financing transactions, through p ublic offering, private equity financing, debt fina ncing or otherwise