definiens: means any transaction or series of relaled transactions that would occasion : ( i ) a Party 's sale, lease, or other transfer of all or substantially all of its business or assets to any person or group ; ( ii ) any merger, consolidation, share exchange, re - capitalization, business combination or other transaction resulting in the exchange of the outstandin g shares of a Pat1y for securities or consideration issued, or caused to be issued, by an acquiring person or group, unless the stockholders of such Party that exist immediately prior to the closing -2 -~l()CS\ I 187 ~o . I [ W 2000 ] CONFIDENTIAL date of such transaction ( or series of related transactions ) hold, after the closing date, fifty percent ( SO% ) or more of the equity of the surviving corporation in such tTansaction computed on a fully diluted basis ; ( iii ) any tender offer or exchange offer for fifty percent ( SO% ) or more of the outstanding voting securities ofa Palty or the filing ofa registration statement under the United States Securities Act of 1933 in connection therewith ; or ( iv ) any person or group acting in concert to control a Party ( as control is defined in Section I.S of the Collaboration Agreement ) having acquired beneficial ownership or the right to acquire beneficial ownership offifty percent ( SO% ) or more of the outstanding voting securities of a Party . As used in this Paragraph Sea ), and shall have the meanings given to such tenllS when used in Sections J3(d ) and 14(d ) of the United States Securities Exchange Act of 1934 . For clarity, this Paragraph 8(a ) is not intended to prevent from occurring such an acquisition or transfer with respect to a Party to the extent the transaction is authorized under Section 20.3 of the Collaboration Agreement, but rather is to provide the other Party with the right to telminate the Collaboration Agreement as set forth above . Temlination under this Paragraph Sea ) shall be treated as termination for material breach under Section 19.3 of the Collaboration Agreement for purposes of detemlining the effects under Section 19.5 of the Collaboration Agreement, except as otherwise provided in Paragraph 8(b ) of this Agreement below