definiens: means in one transaction or in a series of related transactions, ( i ) the sale, transfer or other similar disposition of SRM Assets, or ( ii ) a merger, acquisition, consolidation or similar event involving the entirety of the SRM entity, with or to another non - Affiliate entity in which SRM ’s stockholders, immediately pri or to such event, do not hold at least fifty percent ( 50 % ) of the voting securities of the other non - Affiliate entity ( or the ultimate parent of such entity ) immedi ately following such event involving the entirety o f the SRM entity . The entity which participates in an Exit Transaction wi th SRM shall be referred to as SRM ’s 1.7 . means any and all forms of consi deration, monetary or otherwise, received by SRM or any of its Affiliates from the sale, lease, license or other disposition of Licensed Products and Licensed Methods . For the avoidance of doubt, internal licenses, transfers and sales between SRM and any of its Affiliates shall n ot be calculated as part of the Gross Sales