definiens: means ( i ) any tran saction or series of related transactions following which the holders of Licensee ’s capital stock or membership o r equity interests immediately prior to such transa ction or series of related transactions collectively are the owners of less than 50 % of the outstanding equity interests of Licensee entitled to ( a ) vote with respect to the e lection of directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolution of Licensee ; ( ii ) a sale, transfer, or other disposition, in a single transaction or series of r elated transactions, of all or a material portion o f Licensee ’s interest in the Licensed Products ; ( iii ) a sale, tr ansfer, or other disposition, in a single transacti on or series of related transactions, of all or a material portion of Licensee ’s right title, or interest in its asset s taken as a whole ; or ( iv ) the merger of Licensee with a Third Party b y operation of law or otherwise