definiens: means : ( a ) any merger or consolidati on in which ( 1 ) Licensee is a constituent party or ( 2 ) a subsidiary of Licensee is a constituent party an d Licensee issues equity securities pursuant to such merger or consolidation except any such merger or consolidation involving Licensee or a Subsidiary of Licensee in which the equity securities outstandin g immediately prior to such merger or consolidation c ontinue to represent, or are converted into or exchanged for equity securities that represent, imm ediately following such merger or consolidation, at least a majority, by voting power, of the equity se curities of ( A ) the surviving or resulting entity o r ( B ) if the surviving or resulting entity is a wholly - owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity ; or ( b ) the sale, lease, transfer, exclusive - 17 - license or other disposition, in a single transacti on or series of related transactions, by Licensee o r any subsidiary of Licensee of all or substantially all the assets of Licensee and its subsidiaries taken a s a whole, or the sale or disposition ( whether by merger, cons olidation or otherwise ) of one or more subsidiaries of Licensee if substantially all of the assets of Lice nsee and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other dispos ition is to a wholly - owned subsidiary of Licensee . Notwithst anding anything to the contrary in this paragraph, the sale of equity securities by Licensee for capital r aising purposes in a financing transaction shall no t be deemed a Change in Control