definiens: or within the meaning of Section 13(d ) or Section 14(d)(2 ) of theSecurities Exchange Act of 1934, as amended ( the ), becomes, is discovered to be, or files a reporton Schedule 13D or 14D-1 ( or any successor schedule, form or report ) disclosing that such person is, a beneficialowner ( as defined in Rule 13d-3 under the Exchange Act or any successor rule or regulation ) of securities of Curisrepresenting more than 50 % of the total voting power of the [COMPANY] ’ then outstanding shares ; but excluding any suchacquisition of securities by ( w ) [COMPANY] or any of its Affiliates, ( x ) any employee benefit plan or related trustsponsored or maintained by [COMPANY], ( y ) any or that acquires such securities in a transaction or seriesof related transactions the primary purpose of which is to obtain financing for [COMPANY] through the issuance of equitysecurities, or ( z ) any financial investor that acquires such securities through purchases on the open market;(2 ) individuals who are members of the Board of Directors of [COMPANY] as of the AmendmentDate ( the ) cease for any reason to constitute at least a majority of the Board of Directors ofCuris ; provided, however, that if the appointment or election ( or nomination for election ) of any new Board memberwas approved or recommended by a majority vote of the members of the Incumbent Board then still in office, suchnew member shall, for purposes of this paragraph 4(b ), be considered a member of the Incumbent Board;(3 ) [COMPANY] is merged, consolidated or reorganized into or with a Third Party or securities ofCuris are exchanged for securities of a Third Party, unless the stockholders of [COMPANY] immediately prior to suchmerger, consolidation, reorganization or exchange continue to hold at least a majority of the combined voting power ofthe surviving entity ( or, if the surviving entity is a wholly - owned subsidiary, its parent ) immediately after suchconsolidation, merger, reorganization or exchange ; or(4 ) a Sale Transaction with respect to [COMPANY]