definiens: means ( a ) in the case of Purchaser, more than 50 % of the Assets are exclusively licensed, sold, transferred or other wise disposed of ( including by way of merger, consolidation or reorganization ) to any Person which is not a direct or indirect wholly -owned subsidiary of Purchaser, ( b ) a sale, exclusive license or other disposition of all or substantially all of the asset s of Purchaser on a consolidated basis ( other than to any wholly -owned subsidiary ( direct or indirect ) of Purchaser, ( c ) a merger or consolidation in which Purchaser is not the surviving entity and in which the stockholders of Purchaser immediately prior t o such consolidation or merger own less than 50 % of the surviving entity ’s ( or its parent ’s ) voting power immediately after the transaction, and ( d ) a reverse merger in which Purchaser is the surviving entity but the shares of Purchaser ’s capital stock out standing immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of Purchaser immediately prior to such reverse merger own less than 50 % of Purchaser ’s ( or its parent ’s ) voting power immediately after the transaction ; provided that a Change of Control shall not include any transaction or transactions, whether or not related, that do not involve any merger, reverse merger or consolidation i nvolving Purchaser and that are consummated for bona fide financing purposes where the consideration received by Purchaser for issuance of its securities is cash