definiens: means the period of time that commences on the Ef fective Date and terminates upon the earliest of : 1.7.1 . the [ * * * ] anniversary of the Effective Date ; 1.7.2 . consummation of an Asset Sale ( a ) to an enti ty that is not an Affiliate of Licensee and ( b ) in which the stockholders of Licensee immediately prio r to such transaction own less than [ * * * ] of the sh ares or other equity interests in the entity that acquires all or substantially all of Licensee ’s assets immed iately after such transaction ; 1.7.3 . consummation of a Merger ( a ) with or into an other entity that is not an Affiliate of Licensee and ( b ) in which the stockholders of Licensee immed iately prior to such transaction own less than [ * * * ] of the shares or other equity interests in the surviving e ntity immediately after such transaction ; and 1.7.4 . consummation of a Stock Sale, or series of S tock Sales, in which the Series A Investors transfer at least [ * * * ] of the shares of Licensee c apital stock held by such entities to a third party that is not an Affiliate of Licensee ; provided, however, that Stoc k Sales consummated after consummation of an Asset Sale or Merger or the Public Company Date shall not be cons idered for purposes of this Section 1.7.4 ( Success Payment Period )