definiens: means ( i ) any transaction or series of related tr ansactions following which the holders of Licensee ’s capital stock immediately prior to such transaction or series of related tra nsactions collectively are the owners of less than fifty perc ent ( 50 % ) of the outstanding equity interests of Li censee entitled to ( a ) vote with respect to the election of directo rs ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolution of Licensee, ( ii ) a sale, transfer, exclusive licen se or other disposition, in a single transaction or series of r elated transactions, of all or a material portion o f Licensee ’s interest in the Licensed Product or Licensed Service or ( iii ) a sale, transfer, exclusive license or other disp osition, in a single transaction or series of related transaction s, of all or a material portion of Licensee ’s right title, or interest in its assets taken as a whole