definiens: means with respect to a P arty : ( i ) a sale or assignment, by operation of law or otherwise, of al l or substantially all of such Party 's assets ( or, with respect to PharmAthen e, of all or substantially all of its assets relating to the BChE Field ) to an entity not an Affiliate of such Party ; ( ii ) an amalgamation, plan of arrangeme nt, merger or consolidation by such Party with or into an entity that is not an Affiliate of such Party where, as a result of such transaction, the stockho lders of the unaffiliated entity own more than fifty percent ( 50 % ) of the com bined entity ; or ( iii ) a sale of beneficial ownership of a Party 's voting securit ies to an entity that is not an Affiliate of such Party, where such entity, as a result of such sale, owns more than fifty percent ( 50 % ) of the outstanding vo ting securities of such Party . [COMPANY] 's pending transaction with Healthcare Acquisition Corp oration shall not be deemed a Change of Control for purpose s of this Agreement