definiens: means any transaction or series of related transa ctions by and between [COMPANY] and any Third Party in which the Third Party acquires any rights to any Licensed Pr oduct in the Expanded Field ( including, without limitation, by license, sublicense, assignment, or the transfer or sale of all or substantially all of [COMPANY] ’s assets or busi ness relating to any Licensed Product in the Expand ed Field, whether by merger, consolidation or other acquisiti on transaction ) ; provided that, ( a ) if [COMPANY] e xclusively licenses worldwide rights to all Licensed Products in the Expanded Field to a Third Party pursuant to a bona fide license agreement negotiated in good faith by Ophth otech and such Third Party and makes all required p ayments to [COMPANY] under Section 4.5.1 or 4.5.2, as applic able, with respect thereto as and when due, an assi gnment, transfer or sale of all or substantially all of Oph thotech ’s assets or business subsequent to such exc lusive license, whether by merger, consolidation or other acquisiti on transaction pursuant to which [COMPANY] is acqu ired, shall not constitute a PDGF Rights Transfer Transac tion for purposes of this Agreement and ( b ) if Opht hotech consummates an assignment, transfer or sale to a Th ird Party of all or substantially all of [COMPANY] ’s assets or business, whether by merger, consolidation or other acquisition transaction, that constitutes a PDGF R ights Transfer Transaction and makes all required payment s to [COMPANY] under Section 4.5.1 or Section 4.5.2, as applicable, with respect thereto as and when due, a ny licensing, sublicensing, assignment, transfer or sale of Licensed Product rights by the surviving or acquiri ng entity in such PDGF Rights Transfer Transaction subsequent to such PDGF Rights Transfer Transaction shall not constitute a PDGF Rights Transfer Transa ction for purposes of this Agreement . Notwithstanding the foregoing, the following shall not constitute PDGF Rights Transfer Transactions : ( x ) any sublicenses granted by [COMPANY] to contract research organizations, c ontract manufacturers, contract sales organizations, sales representatives, consultants or other service provi ders necessary for such entities to perform services for [COMPANY] or ( y ) transactions in which rights to distribute Licensed Products are granted to Third Parties and any sublicenses granted in such transactions are an cillary to and solely for the purpose of facilitating such Thi rd Parties ’ performance as distributors and which d o not include rights to develop or manufacture Licensed P roducts . For the avoidance of doubt, and without li miting the foregoing, a PDGF Rights Transfer Transaction invol ving a Third Party that meets the foregoing definit ion may include an equity investment transaction pursuant t o which such Third Party purchases an equity intere st in [COMPANY]