definiens: means a Change of Control under and as defined in the Protiva License Agreement without cross - reference to this Agreement, or any other transaction, or series of related tr ansactions, whereby : ( a ) [COMPANY] merges, reorganizes, amalgamat es or consolidates with another entity, and the shareholders of [COMPANY] owning at least fifty perce nt ( 50 % ) of the outstanding voting securities of Te kmira immediately prior to such transaction(s ) own less t han fifty percent ( 50 % ) of the outstanding voting s ecurities of [COMPANY] or the surviving entity as a result of such transaction(s ), unless such transaction(s ) are a P ermitted Financing Merger of [COMPANY] ; ( b ) [COMPANY] sells, tra nsfers or otherwise disposes of all or substantiall y all of its assets to which this Agreement relates ; or ( c ) acqu isition by a Significant Pharmaceutical Company of control of the management and policies of [COMPANY] ; provided, t hat a Change of Control shall not include ( i ) the m erger, reorganization, amalgamation or consolidation of Pr otiva with [COMPANY] after the end of the Restriction Period, or ( ii ) the sale or transfer of all or substantially a ll of the assets of Protiva to which the Protiva Li cense Agreement relates to [COMPANY] after the end of the Restriction Period