definiens: shall mean : -1 - [COMPANY] Confidential ( a)any transaction or series of related transactions ( including, without limitation, any reorganization, shareexchange, consolidation or merger of the LICENSEE with or into any other entity but excluding any sale ofcapital stock by the LICENSEE for capital raising purposes ) ( i ) in which the holders of the LICENSEE’Soutstanding capital stock immediately before the first such transaction do not, immediately after any othersuch transaction, retain stock or other equity interests representing at least fifty percent ( 50 % ) of thevoting power of the surviving entity of such transaction or ( ii ) in which at least fifty percent ( 50 % ) of theLICENSEE ’S outstanding capital stock is transferred ( calculated on an as - converted to Common Stockbasis ) ; ( b)an initial underwritten public offering of LICENSEE ’S equity securities under the Securities Act of 1933, asamended ; or ( c)a sale or other disposition of all or substantially all of the assets of the LICENSEE