definiens: shall mean ( i ) any sale of more than [ * * * ] of all shares in the Purchaser in a single transact ion or a series of related transactions to one or more thi rd parties ; ( ii ) the disposal ( including by way of licenses ) of in aggregate more than [ * * * ] of all assets of Purchaser to one or more thi rd parties ( according to their fair value and irrespective of whether such assets may be shown in the Purchaser ’s financial statement s under applicable generally accepted accounting prin ciples ) ; ( iii ) a share swap, contribution, merger, other transformation or take- over of Purchaser, if the shareholding in the new e ntity by the current shareholders of the Purchaser following the merger is less than 50 % ; ( iv ) the liquidation of the Purchaser ; or ( v ) the direct or indirect ( via a holding company ) listing of the Purchaser and/or the Purchaser ’s shares and/or the public offering of the Purchaser ’s shares or a secondary offering of the Purchaser ’s shares on a s tock exchange ( the ) ; provided, however, that in the event that not a ll shares in or assets of the Purchaser are included in the Exit, then each subsequent sale, disposal, share swap, contribution, merger, other transformation or take- over of shares in or assets of the Purchaser not in cluded in the initial Exit shall also be considered to be an and the Seller shall be entitled [ * * * ] . The following shall be considered the : ( i ) In case of a sale of shares in the Purchaser : The total purchase price received by the shareholders of the Purchaser as consideration for the relevant shares in t he Purchaser ; ( ii ) in case of a disposal of assets of the Purchaser : The total purc hase price or other consideration ( including upfron t, milestone, earn- out and royalty payments ) received by the Purchaser as consideration for the relevant assets of the Purchaser ; ( iii ) in case of a share s wap, contribution, merger, other transformation or take -over : The total number of shares of the receiving o r surviving legal entity received by the shareholde rs of the Purchaser as consideration for the relevant shares in the Purchaser ; ( iv ) in case of a liquidation : The cash proceeds resulting from the liquidation ( Liquidationserlös ) remaining after satisfaction of all liabilities of the Purchaser ; and ( v ) in case of an IPO : The fully - diluted pre- money valuation of the Pur chaser in such IPO . If and to the extent that the P roceeds do not consist of cash, but rather of a consideration in kind ( e.g. shares ), the Seller sha ll receive [ * * * ] in such consideration in kind and ( in case of a mixed consideration, e.g. cash and shares ) in the same ratio as the shareholders of the Purchaser, provided that [ * * * ] . With respect to the amount of any substituting pa yment in cash as well as in all other cases in which the value of a consideration in kind is relevant, to the extent that the consideration in kind consists of shares in companies listed on a stock e xchange, the share price fixed at the stock exchang e at the time and date that the transfer of the consideration in kind to the shareholders of th e Purchaser takes effect shall be conclusive, and in all other cases, the fair market value of such consideration in kin d at the time and date of the consummation of the Exit shall be conclusive, which sha ll be determined with binding effect on both Parties by the Purchaser ’s auditor i n accordance with the IDW- guidelines . In case of an ! PO, the Seller shall receive [ * * * ]