definiens: means, with respect to a Party, ( a ) a merger, reorganization or consolidation of such Partywith a Third Party which results in the voting securities of such Party outstanding immediately prior thereto ceasing torepresent at least fifty percent ( 50 % ) of the combined voting power of the surviving or resulting entity immediately aftersuch merger, reorganization or consolidation, ( b ) a Third Party becoming the beneficial owner of fifty percent ( 50 % ) ormore of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer to a ThirdParty of all or substantially all of such Party ’s business or assets to which this Agreement relates ; provided that, forpurposes of subsections ( a ), ( b ) and ( c ), such Third Party or an Affiliate of such Third Party is engaged immediately priorto the Change of Control in the pharmaceutical or biotechnology business and is not a venture capital or otherinstitutional investor . Change of Control shall not include any public offering of the shares of [COMPANY]