definiens: means the occurrence of any of the following:(i ) [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc. enters into a merger, consolidation, stock sale orsale or transfer of all or substantially all of its assets or other similar transaction or series of transactions with another person, unless, following such transaction or transactions, ( A ) the individuals and entities who were the beneficial owners of the 100 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separatelywith the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.outstanding voting securities of [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc., as applicable, immediately priorto such transaction beneficially own, directly or indirectly, at least fifty percent ( 50 % ) of the combined voting power of thethen outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of thecorporation or other entity resulting from such transaction ( ) in substantially the same proportions as theirownership immediately prior to such transaction of such outstanding voting securities, ( B ) at least fifty percent ( 50 % ) of themembers of the board of directors or similar governing body of the Successor were members of the board of directors ofMedivation, Inc. or [COMPANY] Prostate Therapeutics, Inc., as applicable, at the time of the execution of the initial agreementor the action of the board of directors of [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc., as applicable, providingfor such transaction and ( C ) [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc., as applicable, retains title ownershipafter the transaction or transactions to properties and assets ( 1 ) representing more than seventy - five percent ( 75 % ) of theSuccessor ’s consolidated total assets and ( 2 ) from which more than seventy - five percent ( 75 % ) of the Successor ’s consolidatedoperating income for its most recent fiscal year was derived ; or(ii ) any transaction or series of related transactions in which any person or group of persons acquiresbeneficial ownership of securities of [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc. representing more than fiftypercent ( 50 % ) of the combined voting power of the then outstanding securities of [COMPANY], Inc. or [COMPANY] ProstateTherapeutics, Inc., as applicable;provided, however, that notwithstanding ( i ) or ( ii ) above, a stock sale to underwriters of a public offering of the capital stockof [COMPANY], Inc. or [COMPANY] Prostate Therapeutics, Inc. shall not constitute a [COMPANY] Change of Control