definiens: means ( a ) a merger, share exchange or other reorgan ization in which Licensee ( or its successor ) is a constituent party ( ), ( b ) the acquisition, in a single transaction or ser ies of related transactions, by a person or entity or a group of r elated persons or entities, of a majority of the vo ting power of Licensee ( or such successor ) from persons holding ( either directly or indirectly ) securities of Licens ee ( or such successor ) ( ), or ( c ) the sale, lease, transfer, or other disposit ion, in a single transaction or series of related transactions of all or substantially all of the assets of Licensee ( or such successor ) ( or tha t portion of its assets related to the subject matter of this Agreem ent ) ( ), in which, for each of ( a ), ( b ) and ( c ), the security holders of Licensee ( or such successor ) th at control a majority of the voting power of Licens ee ( or such successor ) prior to such transaction do not control, directly or indirectly, a majority of the voting power of the acquiring, surviving or successor entity, as the ca se may be ; provided however, that ( 1 ) a transaction in which working capital is raised through the non - public is suance of equity in Licensee to investors shall not constitute a and ( 2 ) Licensee ’s merger, comb ination or other transaction with its direct or ind irect parent company or other Affiliate of Licensee shall not constitute a