definiens: means ( i ) any transaction or series of related transactions following which the holders of Licensee ’s capital stock or membership or equity in terests immediately prior to such transaction or se ries of related transactions collectively are the owners of less than 50 % of the outstanding equity interests of Licensee entitled to ( a ) vote with respect to the election o f directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolut ion of Licensee ; ( ii ) a sale, transfer, or other d isposition, in a single transaction or series of related transaction s, of all or a material portion of Licensee ’s inter est in the Licensed Products ; ( iii ) a sale, transfer, or other disposition, in a single transaction or series of related transactions, of all or a material portion of Licen see ’s right title, or interest in its assets taken as a whole ; or ( iv ) the merger of Licensee with a Third Party by operat ion of law or otherwise