definiens: shall mean : ( a ) any consolidation, merger, combination, reorganization or other transaction in which LICENSEE is notthe surviving entity, irrespective of whether LICENSEE is maintained as an AFFILIATE or subsidiaryof the new controlling entity, or dissolved and absorbed into the new controlling entity ; or CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPYFILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION 1 ( b ) any transaction or series of related transactions in which the shares of stock or other issued equityinterests of LICENSEE constituting in excess of fifty percent ( 50 % ) of the then actual voting power ofLICENSEE are exchanged for or converted into other stock or securities, cash, and/or any otherproperty thereby giving a third party control of LICENSEE ; provided, however, that the sale of equity, warrants and/or option securities for financing purposes ( even if more than fifty percent ( 50 % ) of thevoting securities of LICENSEE are sold in such a transaction ), shall not be deemed a CHANGE OFCONTROL hereunder ; or ( c ) an initial public offering as that term is defined in the Securities Exchange Act of 1934, as amended;or ( d ) a sale or other disposition of all or substantially all of the assets of the LICENSEE ; ( e ) an assignment of this Agreement to a QUALIFIED ASSIGNEE