definiens: . [COMPANY] Change in Control means any transaction orseries of related transactions in which a Third Party ( or group of Third Parties acting in concert ) ( a ) acquires orbecomes the beneficial owner of more than fifty percent ( 50 % ) of the outstanding voting securities of Ophthotech,(b ) becomes the surviving entity in any merger, consolidation, reorganization, tender offer or similar transaction towhich [COMPANY] is a party, or as a result of which more than fifty percent ( 50 % ) of the total voting power of thestock outstanding of the surviving entity normally entitled to vote in elections of directors is not held by the Personsholding at least fifty percent ( 50 % ) of the outstanding shares of [COMPANY] preceding such transaction, or(c ) acquires or otherwise receives the benefit of all or substantially all of the assets of [COMPANY], including the rights ® to Fovista for the [COMPANY] Territory