definiens: means a Change of Control under and as defined in the Protiva License Agreement withoutcross - reference to this Agreement, or any other transaction, or series of related transactions, whereby : ( a ) Tekmira merges, reorganizes, amalgamates or consolidates with another entity, and the shareholders of Tekmira owning at least fifty percent(50 % ) of the outstanding voting securities of Tekmira immediately prior to such transaction(s ) own less than fifty percent(50 % ) of the outstanding voting securities of Tekmira or the surviving entity as a result of such transaction(s ), unless suchtransaction(s ) are a Permitted Financing Merger of Tekmira ; ( b ) Tekmira sells, transfers or otherwise disposes of all orsubstantially all of its assets to which this Agreement relates ; or ( c ) acquisition by a Significant Pharmaceutical Company ofcontrol of the management and policies of Tekmira ; provided, that a Change of Control shall not include ( i ) the merger, reorganization, amalgamation or consolidation of Protiva with Tekmira after the end of the Restriction Period, or ( ii ) the saleor transfer of all or substantially all of the assets of Protiva to which the Protiva License Agreement relates to Tekmira afterthe end of the Restriction Period