definiens: shall mean each of the following:(a ) a Change of Control;(b ) an Initial Public Offering in which shares of Revance ’s capital stock owned by stockholders of Revance areincluded in and sold pursuant to the Initial Public Offering;(c ) a transaction ( other than a Change of Control ) in which Revance grants to a Third Party rights to commercializeeither or both of RT001 or RT002, and as part of such transaction ( or series of related transactions ), Revance distributes CashProceeds from such transaction to any Revance stockholder, other than nonemployee advisors or consultants as a fee forservices in connection with such transaction . For the avoidance of doubt, the grant of such commercialization rights aloneshall not constitute an Acceleration Transaction so long as the Cash Proceeds of such transaction are not so distributed toRevance stockholders;(d ) making any cash dividend or other cash distribution or otherwise making any payment in cash or MarketableSecurities to any Revance stockholder in respect of shares of Revance ’s Preferred Stock, other than a cumulative total ( prior topayment in full of the Second Payment Amount ) of distributions or payments made to repurchase shares held by stockholderswho collectively own less than ten percent ( 10 % ) of the total outstanding shares of Revance Preferred Stock as of theExecution Date ( determined on an as - converted basis, based on the number of shares of Common Stock issuable upon suchconversion);(e ) making any payment in cash or Marketable Securities to any Revance stockholder on account of convertibledebt securities of Revance, to the extent such debt securities exist as of the Execution Date ; and(f ) paying cumulative bonus payments in cash or Marketable Securities to employees who are Revance stockholdersin any year in excess of Four Million Dollars ( US $ 4,000,000 ) ( prior to payment in full of the Second Payment Amount )