definiens: means the consummation of ( i ) any of the following events for which the pr oceeds are not less than $ 75,000,000 or ( ii ) any of the follow ing events, related or unrelated, which when combin ed with any one or more of the following events that have b een consummated have proceeds from all such events that aggregate not less than $ 75,000,000 : CONFIDENTIAL TREATMENT REQUESTED ( a ) a public offering of the common stock of the Company, any of its Subsidiaries or any of their respective successors, registered under the Securit ies Act of 1933, as amended, by any of the Company, any of its Subsidiaries or any of their respective success ors and/or any of their respective security holders ( for which event proceeds shall mean the aggregate gross proce eds to the Company, any of its Subsidiaries, and/or any of their respective successors and/or security holders ) ; ( b ) ( i ) any event or series of events, wh ether related or unrelated, prior to the Company ’s initial public offering, as a result of which the Persons set fort h on Schedule A hereto, who are the beneficial owne rs of the securities of the Company on the date hereof no lon ger ( x ) have the direct or indirect power to elect a majority of the board of directors of the Company or any of its successors, or ( y ) are beneficial owner(s ) of at l east fifty percent ( 50 % ) of the outstanding securities of the Company or any surviving entity or any of its succe ssors and ( ii ) after the Company ’s initial public offering, a ny event or series of related events as a result of which the beneficial owners of the securities of the Company immediately prior thereto ( x ) no longer have the di rect or indirect power to elect a majority of the board of directors of the Company or any of its successors, or ( y ) no longer are beneficial owner(s ) of at least fifty pe rcent ( 50 % ) of the outstanding securities of the Co mpany or any surviving entity or any of its successors, or ( z ) t ransfer securities of the Company representing 50 % or more of the combined voting power of the then outstanding s ecurities of the Company ( other than in connection with the Company ’s initial public offering or a distribution by a limited partnership to the limited partners i n accordance with the terms of the partnership agreement ) ( for e ach of such event, proceeds shall mean the aggregat e net proceeds to the Company and/or any of its successor s and/or its security holders ) ; ( c ) any event or transaction involving th e Company, any of its Subsidiaries, and/or any of t heir respective successors ( other than the issuance by the Company of shares of its Series C Preferred Stock pursuant to that certain Series C Preferred Stock Purchase Agreement, dated on or about the date hereof ), involving the sale, issuance, conversion, exchange, exercise, transfer or other event with respect to the capital stock of the Company, any of its Subsidiaries, and/or any of the ir respective successors, or securities exercisable for, convertible into or otherwise representing the righ t to acquire such capital stock ( including, without limitation, resulting from a merger, consolidation, exchange, t ender offer, corporate combination, reorganization, restructuring, recapitalization, stock or other sec urity issuance, securities conversion, exercise or similar transaction, but excluding, however, issuances of o ptions to employees of the Company in the ordinary course of business ) ( for which event or transaction proceeds shall mean the gross proceeds to the Company, any o f its Subsidiaries, and/or any of their respective succes sors other than events included pursuant to ( 1)(a ) above, for which proceeds shall be as defined therein ) ; or ( d ) any sublicense of rights under the Co llaboration Agreement ( for which sublicense proceed s shall mean the share of royalty and/or non - royalty considerati on received by the Company, any of its Subsidiaries, and/or any of their respective successors or security hold ers, as applicable, after deduction of amounts paid by the Company to [COMPANY], Inc. and/or CONFIDENTIAL TREATMENT REQUESTED its successors and assigns and other amounts paid b y the Company and permitted to be deducted pursuant to Section 6.6 of the Collaboration Agreement, in each case with respect to such sublicense ) ; or ( e ) any sale, transfer or other dispositi on of all or substantially all of the assets of the Company ( for each of such event, proceeds shall mean the aggregate ne t proceeds to the Company, its Subsidiaries and/or any of their respective successors and/or its security hol ders )