definiens: is defined in the definition ofAffiliate ), directly or indirectly, through zero, one or more intermediaries, exclusively by any one or more venture capital funds, private equityfunds or other investors each of whom is not primarily an operating biopharmaceutical, pharmaceutical, diagnostics, or medical deviceresearch and development and/or marketing company and is not controlled ( as is defined in the definition of Affiliate ) by such anoperating company, and ( b ) if [COMPANY] becomes Affiliated with any top-20 ( based on annual sales ) pharmaceutical or top-20 ( based on annualsales ) biopharmaceutical company, regardless of the form of the transaction(s ) and which entity is the surviving entity, this shall be anAlector Change of Control for purposes of this Agreement . Notwithstanding anything express or implied in this definition, [COMPANY] Change ofControl excludes Subsidiary Trade Sales