definiens: means, with respect to Licensee, the first to occur of any of the following events : ( a ) any Third Party ( or group of Third Parties ) acquires t hrough one or a series of related transactions ( that shall be aggregated for the purposes hereof ), directly or indirectly, shares of Licensee representing either ( i ) at least a majority of the voting power ( where voting refers to being entitled to vote for the election of directors ) then outstanding of Licensee or ( ii ) at least a majority of the equity then outstanding of Licensee ; ( b ) Licensee consolidates with or merges into another corporation or entity which is a Third Party, or any corporation or entit y which is a Third Party consolidates with or merges into Licensee, in either event pursuant to a transaction in which at least a majority of the voting power or at least a majority of the equity of the acquiring or resulting entity outstanding immediately after such consolidation or merger is not held by the holders of the outstanding voting power or equity of Licensee immediately preceding such consolidation or merger ; ( c ) Licensee, through one or a series of related transactions ( that shall be aggregated for the purposes hereof ), conveys, transfers, licenses and/or leases all or substantially all of its assets to a Third Party ; or ( d ) Licensee, through one or a series of related transactions ( that shall be aggregated for the purpose hereof ), conveys, assi gns, transfers, licenses and/or leases, as applicable, this Agreement or all or substantially all of its rights granted under this Agreement to a Third Party . Notwithstanding anything to the contrary in this paragraph, the sale of equity securities by Lice nsee for capital raising purposes in a financing transaction shall not be deemed a First Change of Control and changes in the ownership of any stockholder of Licensee, or of ownership of any such stockholder, shall not be considered in making the determina tion of the occurrence of a First Change of Control . For purposes of Sections 3.4, 4.5, and 5.3(b ), the consummation of a First Change of Control of Licensee shall cause permanently such expiration, termination or other effect for the Term, and no such provision shall be considered readjusted to its terms prior to such First Change of Control in the event of a subsequent transfer or assignment of this Agreement to a successor Licensee