definiens: means ( a ) a merger, share exchange or other reorganization in which Licensee ( or itssuccessor ) is a constituent party ( ), ( b ) the acquisition, in a single transaction or series of relatedtransactions, by a person or entity or a group of related persons or entities, of a majority of the voting power ofLicensee ( or such successor ) from persons holding ( either directly or indirectly ) securities of Licensee ( or suchsuccessor ) ( ), or ( c ) the sale, lease, transfer, or other disposition, in a single transaction or series ofrelated transactions of all or substantially all of the assets of Licensee ( or such successor ) ( or that portion of itsassets related to the subject matter of this Agreement ) ( ), in which, for each of ( a ), ( b ) and ( c ), thesecurity holders of Licensee ( or such successor ) that control a majority of the voting power of Licensee ( or suchsuccessor ) prior to such transaction do not control, directly or indirectly, a majority of the voting power of theacquiring, surviving or successor entity, as the case may be ; provided however, that ( 1 ) a transaction in whichworking capital is raised through the non - public issuance of equity in Licensee to investors shall not constitute a and ( 2 ) Licensee ’s merger, combination or other transaction with its direct or indirect parentcompany or other Affiliate of Licensee shall not constitute a