definiens: means, with respect to a Party ( an ), from and after the Execution Date : ( a ) a merger or consolidation in wh ich ( i ) such Party is a constituent party, or ( ii ) an Affiliate of such Party that directly or indirectly controls suc h Party is a constituent party, except in the case of either clause ( i ) or ( ii ) any such merger or consolidation involv ing such Party or such Affiliate in which the share s of capital stock of such entity outstanding immediately prior to such merger or consolidation continue to represe nt, or are converted into or are exchanged for shares of capit al stock which represent, immediately following suc h merger or consolidation, 50 % or more by voting power of th e capital stock of ( A ) the surviving or resulting c orporation or ( B ) a parent corporation of such surviving or re sulting corporation, whether direct or indirect ; ( b ) the sale, lease, transfer, exclusive license or other disposi tion, in a single transaction or series of related transactions, by such Party or an Affiliate of such Party of all or substantially all of the assets of such Party or su ch Affiliate taken as a whole and whether owned directly or indi rectly through Affiliates ( except where such sale, lease, transfer, exclusive license or other disposition is to an Affiliate of such Party existing prior to su ch time ) ; or ( c ) any or, as such terms are defi ned in Sections 13(d ) and 14(d ) of the U.S. Securit ies Exchange Act of 1934, in a single transaction or se ries of related transactions, becomes the beneficia l owner as defined under the U.S. Securities Exchange Act of 1 934, directly or indirectly, whether by purchase or acquisition or agreement to act in concert or other wise, of 50 % or more by voting power of the then - ou tstanding capital stock or other equity interests of such Par ty or a subsidiary of such Party . Notwithstanding t he foregoing, the following shall not constitute a Change of Cont rol so long as they do not result in a Major Biopha rmaceutical Company having more than 50 % of the aggregate ordin ary voting power in a Party or its Affiliate : ( i ) a sale of capital stock to underwriters in an underwritten pu blic offering of a Party ’s capital stock solely for the purpose of financing, or ( ii ) the acquisition of securities of the Acquired Person by any Person or group of Pers ons that acquires the Acquired Person ’s securities in a tran saction or series of related transactions the prima ry purpose of which is to obtain financing for the Acquired Perso n through the issuance of equity securities