definiens: means, with respect to Miragen : ( a ) the sale to a Third Party of all or substantially all of Miragen ’s assets or business r elating to the subject matter of this Agreement ; ( b ) a merger, reorganization or consolidation involving Miragen a nd a Third Party in which the voting securities of Miragen outstanding immediately prior thereto cease to repr esent at least fifty percent ( 50 % ) of the combined voting power of the surviving entity immediately after suc h merger, reorganization or consolidation ; or ( c ) t he acquisition by a Third Party of more than fifty per cent ( 50 % ) of the voting equity securities of Mirag en as a result of a single transaction or a series of relat ed transactions . Change of Control shall exclude pr ivate financing ( provided that the acquisition of more than fifty p ercent ( 50 % ) of the voting equity securities of Mir agen as a result of a single transaction or a series of relat ed transactions by a venture fund of a pharmaceutic al company is not excluded from Change of Control ) and the initia l public offering of Miragen ’s securities