definiens: shall mean the first to occur of the following : ( a ) the closing of an initial public offering of Licensee ’s shares of Common Stock in an underwritten public offering pursuant to ( i ) a registration statement that is filed with the Sec urities and Exchange Commission and has become effective under the Securities Act of 1933, as amended, or ( ii ) any similar process under the applicable laws of any foreign government, pursuant to which such shares of Common Stock are listed for trading on a national securities exchange or its equivalent ; ( b ) after Licensee has received cumulative proceeds of at least $ 20.0 million from the issuance of its equity securities, the closing of any consolidation or merger of Licensee with any non -Affiliate ( whet her through a single or a series of transactions ) which results in the members or stockholders ( as applicable ) of Licensee immediately prior to the transaction ( or series of transactions, in the case of a series of transactions ) owning, immediately after t he closing of the transaction ( or series of transactions, in the case of a series of transactions ), less than fifty percent ( 50 % ) of Licensee ’s voting rights or less than fifty percent ( 50 % ) of the outstanding shares of Common Stock and Preferred Stock of Licensee or the surviving or acquiring entity, as applicable ( ) ; ( c ) sale or other disposition of all or substantially all of the assets of Licensee to a non -Affiliate ; ( d ) sale or other disposition of all or at least a majority of the outstanding shares of Common Stock of Licensee in a transaction resulting in a Change of Control ; or ( e ) dissolution of Licensee and the distribution, to the owners of Licensee, of Licensee ’s net assets