definiens: means any transaction or series of related transactions by and betwee n Ophthotech and any Third Party in which the Third Party acquires any rights to any Licensed Product in the Expanded Field ( including, without limitation, by license, sublicense, assignment, or the transfer or sale of all or substantially all of Ophthotec h ’s assets or business relating to any Licensed Product in the Expanded Field, whether by merger, consolidation or other acquisition transaction ) ; provided that, ( a ) if Ophthotech exclusively licenses worldwide rights to all Licensed Products in the Expand ed Field to a Third Party pursuant to a bona fide license agreement negotiated in good faith by Ophthotech and such Third Party and makes all required payments to [COMPANY] under Section 4.5.1 or 4.5.2, as applicable, with respect thereto as and when due, a n assignment, transfer or sale of all or substantially all of Ophthotech ’s assets or business subsequent to such exclusive license, whether by merger, consolidation or other acquisition transaction pursuant to which Ophthotech is acquired, shall not consti tute a PDGF Rights Transfer Transaction for purposes of this Agreement and ( b ) if Ophthotech consummates an assignment, transfer or sale to a Third Party of all or substantially all of Ophthotech ’s assets or business, whether by merger, consolidation or ot her acquisition transaction, that constitutes a PDGF Rights Transfer Transaction and makes all required payments to [COMPANY] under Section 4.5.1 or Section 4.5.2, as applicable, with respect thereto as and when due, any licensing, sublicensing, assignment, transfer or sale of Licensed Product rights by the surviving or acquiring entity in such PDGF Rights Transfer Transaction subsequent to such PDGF Rights Transfer Transaction shall not constitute a PDGF Rights Transfer Transaction for purposes of this Agre ement . Notwithstanding the foregoing, the following shall not constitute PDGF Rights Transfer Transactions : ( x ) any sublicenses granted by Ophthotech to contract research organizations, contract manufacturers, contract sales organizations, sales representa tives, consultants or other service providers necessary for such entities to perform services for Ophthotech or ( y ) transactions in which rights to distribute Licensed Products are granted to Third Parties and any sublicenses granted in such transactions a re ancillary to and solely for the purpose of facilitating such Third Parties ’ performance as distributors and which do not include rights to develop or manufacture Licensed Products . For the avoidance of doubt, and without limiting the foregoing, a PDGF R ights Transfer Transaction involving a Third Party that meets the foregoing definition may include an equity investment transaction pursuant to which such Third Party purchases an equity interest in Ophthotech