definiens: . Change in Control shall mean ( a ) the occurrence of an event or series of events bywhich any person or group of persons ( within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, asamended ), exclusive of the Lenders and their Affiliates, shall have acquired beneficial ownership ( within the meaning of Rule13d-3promulgated by the United States Securities and Exchange Commission ( the ) under said Securities Exchange Act of1934, as amended ), directly or indirectly, of more than fifty percent ( 50 % ) of the outstanding shares of capital stock ofInfinity ; ( b ) occupation of more than fifty percent ( 50 % ) of the seats ( other than vacant seats ) on the board of directors ofInfinity by persons who were not at least one of the following : ( i ) directors of Infinity on the Effective Date, ( ii ) nominated bythe board of directors of Infinity or ( iii ) appointed by directors referred to in the preceding clauses ( i ) and ( ii ) ; or ( c ) if duringthe Funded Discovery Period ( as defined in the FAAH Ex - U.S. Strategic Alliance Agreement ), either ( i ) Julian Adams, Ph.D. isno longer a full - time executive of Infinity, or ( ii ) both Steven H. Holtzman and Adelene Q. Perkins are no longer full - timeexecutives of Infinity