definiens: -shall mean any of the following : ( i ) the issuance of shares of any class ( including securities convertible to shares ) of the Company which grant the holder(s ) thereof 50 % or more of the issued and outstanding share capital of the Company or of any means of control of the Company ; or ( ii ) a consolidation, merger or reorganization of the Company with or into another entity, or ( iii ) a sale or an assignment ( other than to an Affiliated Entity ) of all or substantially all of the Company 's assets, or substantially all of the Company 's issued and outstanding capital stock, or the granting of an exclusive license in all or substantially all of the Company 's strategic assets ( other than the granting of such license to an entity within the Biogal Group or an Affiliated Entity thereof ) in which the consideration for the granting of such license is payable in whole or in part in one or more payments in cash or cash equivalent ( provided that a bona fide transaction with a third party in which the sole consideration for the granting of such a license shall be royalties based upon future sales of Products shall not be deemed an hereunder ) . For the purposes of this definition, references to the Company shall include any member of the Biogal Group and/or any successor or assign thereof and/or an Affiliated Entity thereof that is a Sublicensee pursuant to Section 9 below