definiens: means, with respect to a Party, ( a ) a merger or consolidation of such Party with a Third Partywhich results in the voting securities of such Party outstanding immediately prior thereto ceasing to represent at least fiftypercent ( 50 % ) of the combined voting power of the surviving entity immediately after such merger or consolidation, or ( b ) atransaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner offifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or othertransfer to a Third Party of all or substantially all of such Party ’s business to which the subject matter of this Agreementrelates . For the avoidance of doubt, an initial public offering of shares of [COMPANY] to the public shall not constitute a 1.27 means that ( a ) the applicable Clinical Trial is put on clinical hold by the applicable RegulatoryAuthorities and remains on hold for at least one year, ( b ) the IND or other regulatory approval for the applicable Clinical Trialhas been suspended, terminated, or withdrawn by the applicable Regulatory Authorities and remains suspended, terminated, orwithdrawn for at least one year, ( c ) the applicable Clinical Trial has been suspended due to potential toxicity or safetyfindings or side effects that the Joint Development Committee ( with 6 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENTREQUEST