definiens: means with respect to a Party : ( a ) the sale or exclusive license of all or substantially all of such Party ’s assets or business relating to this Agreement ; ( b ) a merger, reorganization or consolidation involving the Party in which the voti ng securities of the Party outstanding immediately prior thereto cease to represent at least fifty percent ( 50 % ) of the combined voting power of the resulting or surviving entity ( or the parent of the resulting or surviving entity ) i m mediately after such merger, reorganization or cons olidation ; or ( c ) a person, entity or group acquiring the benefic ial ownership of more than fifty percent ( 50 % ) of the voting equity securities of such Party ; provided, however, that, notwithstanding subsections ( a ), ( b ), or ( c ) above, a sale of beneficial ownership of more than 50 % of a Party ’s voting equity securities in a financing or publi c offering of such Party ’s securities to multiple non -affiliated investors will not constitute a Change o f Control