definiens: means a Transfer of one or more CVRs ( i ) upon death by will or intestacy ; ( ii ) by instrument to an inter vivos ortestamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee ; ( iii ) made pursuant to a court order of acourt of competent jurisdiction ( such as in connection with divorce, bankruptcy or liquidation ) ; ( iv ) made by operation of law ( including aconsolidation or merger ) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limitedliability company, partnership or other entity ; ( v ) if the Holder is a partnership, a distribution from the transferring partnership to its partners orformer partners in accordance with their partnership interests ; ( vi ) in the case of CVRs payable to a nominee, from a nominee to a beneficialowner ( and, if applicable, through an intermediary ) or from such nominee to another nominee for the same beneficial owner, in each case aspermitted by The Depository Trust Company ; ( vii ) to the Company or its Affiliates ; ( viii ) to any initial Holder who is issued a CVR pursuant toSection 2.1(a ) ; ( ix ) by a venture capital firm, private equity firm or other similarly - situated type of institutional investor to any Affiliate of suchPerson ; provided, that such transfer can be effected without subjecting the CVRs to registration under the U.S. Securities Exchange Act of1934, as amended, and the rules and regulations made thereunder ; or ( x ) as provided in Section 2.6