definiens: means any of the following : ( a ) a merger or conso lidation of PTI into or with anyPerson that is not an Affiliate of PTI ( an ), or a transfer of the outstanding voting equitysecurities of PTI to one or more Unaffiliated Acqui rers in a single transaction or series of transacti ons, in which anyThird Party operating entity becomes the beneficial owner of fifty percent ( 50 % ) or more of the combin ed voting powerof the outstanding securities of PTI ; or ( b ) the sa le or other disposition to a Third Party of all or substantially all ofPTI ’s assets or business, provided, however, that a will not include ( i ) any public offering ofsecurities or any transaction or series of transact ions in which a financial investor becomes the bene ficial owner offifty percent ( 50 % ) or more of the combined voting power, and ( ii ) any transaction principally underta ken for bona fideequity financing purposes with financial investors ( including a financial investor that is the investm ent entity of apharmaceutical company but not a pharmaceutical com pany itself ) in which ( A ) cash is received by PTI o r anysuccessor entity or indebtedness of PTI is cancelle d or converted and ( B ) no direct, indirect or condi tional license ortransfer of any rights to Intellectual Property Rig hts of PTI occurs or is in any way contemplated in connectiontherewith