definiens: means ( i ) any transaction or series of related transactions following which the holders ofLicensee ’s capital stock or membership or equity interests immediately prior to such transaction or series of relatedtransactions collectively are the owners of less than 50 % of the outstanding equity interests of Licensee entitled to(a ) vote with respect to the election of directors ( or positions having a similar function ) or ( b ) receive the proceedsupon any sale, liquidation or dissolution of Licensee, ( ii ) a sale, transfer, or other disposition, in a single transaction orseries of related transactions, of all or a material portion of Licensee ’s interest in the Licensed Product ( iii ) a sale, transfer, or other disposition, in a single transaction or series of related transactions, of all or a material portion ofLicensee ’s right title, or interest in its assets taken as a whole, ( iv ) an initial public offering of the stock of Licensee;or ( v ) the merger of Licensee with a Third Party by operation of law or otherwise