definiens: means ( i ) any transaction or series of related transactions following which theholders of Licensee ’s capital stock immediately prior to such transaction or series of related transactions collectivelyare the owners of less than fifty percent ( 50 % ) of the outstanding equity interests of Licensee entitled to ( a ) vote withrespect to the election 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, exclusive license or other disposition, in a single transactionor series of related transactions, of all or a material portion of Licensee ’s interest in the Licensed Product or LicensedService or ( iii ) a sale, transfer, exclusive license or other disposition, in a single transaction or series of relatedtransactions, of all or a material portion of Licensee ’s right title, or interest in its assets taken as a whole