definiens: shall mean ( a ) a merger, share exchange or other reorganization in which an Affiliated Sublicensee is a constituent party, ( b ) the acquisition, in a single transaction or series of related transactions, by a person or entity or a group of related persons or entities, of a majority of the voting power of the Affiliated Sublicensee from the direct or indirect equity holders of such Affiliated Sublicensee, or ( c ) the sale, lease transfer, exclusive license or other disposition, in a single transaction or series of related transactions of all or substantially all of the assets of the Affiliated Sublicensee ( or t hat portion of its assets related to the subject matter of the Sublicense ), in which for each of ( a ), ( b ) and ( c ) the direct or indirect equity holders of the Affiliated Sublicensee that own a majority of the voting power of the Affiliated Sublicensee prio r to such transaction do not own a majority of the voting power of the acquiring, surviving or successor entity, as the case may be ; and ( d ) the first sale of the Affiliated Sublicensee ’s common stock in a firm commitment underwritten public offering regis tered under the Securities Act of 1933, as amended, pursuant to an effective registration statement