definiens: shall mean the first to occur of : ( i ) anyconsolidation or merger of Licensee with or into any other corporation or other entity, or any other corporate reorganization, but excluding any Corporate Transaction ; ( ii ) any transaction or series of related transactions to which Licensee is a party inwhich in excess of 50 % of Licensee ’s voting power is transferred other than in any transaction or series of transactionsprincipally for bona fide equity financing purposes in which cash is received by Licensee or any successor or indebtedness ofLicensee is cancelled or converted or a combination thereof ; or ( iii ) a sale of all or substantially all of the assets of Licensee, provided that in any of the cases in sub - clauses ( i ) — ( iii ) above, the fair market valuation of the other merger party, successoror transferee of Licensee is greater than the difference between $ 10 million and the total amount Raised prior to theconsummation of such Liquidation Event