definiens: shall mean shall mean with respect to [COMPANY] : ( 1 ) a sale of all or substantially all of [COMPANY] ’s asse ts or business ; ( 2 ) a merger, reorganization or consolidation involving [COMPANY] in which the stockholders of [COMPANY] immediately prior to such transaction cease to own collectively sixty percent ( 60 % ) or more of the voting equity securities of a successor entity ; or ( 3 ) the acquisition of sixty percent ( 60 % ) or more of the voting equity securities of [COMPANY] by a person or group of persons acting in concert ; and provided further that the proposed merger transaction between [COMPANY] and Avant Immunotherapeuti cs, Inc., whereby [COMPANY] would become a wholly -owned subsidiary of Avant Immunotherapeutics, Inc. and the stockholders of [COMPANY] will own a majority of Avant Immunotherapeutics, Inc. ( the ) shall not be deemed to be a change -of - control of [COMPANY] . ” 1.2 Increase to Number of Research Licenses