definiens: means a Change of Control under and as defined in theALNYLAM - TEKMIRA License Agreement, or any other transaction, or series of related transactions, whereby(a ) PROTIVA merges, reorganizes, amalgamates or consolidates with another entity, and the shareholders ofPROTIVA owning at least fifty percent ( 50 % ) of the outstanding voting securities of PROTIVA immediately prior tosuch transaction(s ) own less than fifty percent ( 50 % ) of the outstanding voting securities of PROTIVA or the survivingentity as a result of such transaction(s ) ; ( b ) PROTIVA sells, transfers or otherwise disposes of all or substantially allof its assets to which this Agreement relates ; or ( c ) PROTIVA issues securities to any Third Party, TEKMIRA sells, transfers or otherwise disposes of any PROTIVA securities, or PROTIVA permits or otherwise consents to the sale, transfer or other disposition of any PROTIVA securities, if and only if, in any of these circumstances, suchtransaction or series of transactions results in a new Affiliate of PROTIVA ; provided, however, that ( i ) the merger, reorganization, amalgamation or consolidation of PROTIVA with TEKMIRA after the end of the Restriction Period, and(ii ) the sale or transfer of all or substantially all of the assets to which this Agreement relates to TEKMIRA after theend the Restriction Period, shall not be deemed a 54Change of Control for purposes of this Section 14.7 . ALNYLAM acknowledges and agrees that the transactions underthe Purchase Agreement will not constitute a under either the Original Cross - License Agreementor this Agreement . Upon ( 1 ) PROTIVA receiving or otherwise becoming aware of a proposal or intention by a ThirdParty to take any action, whether directly or indirectly, including without limitation a non - binding letter of intent, thatcould lead to a Change of Control, ( 2 ) PROTIVA planning to solicit or soliciting offers relating to its voting securities orassets that could lead to a Change of Control, or ( 3 ) any Change of Control, PROTIVA shall provide prompt writtennotice thereof to ALNYLAM