definiens: means any sale ( whether in one o r a series of transactions ) of all or a substantial portion of the assets of [COMPANY] ; the private or public sale of t he capital stock of [COMPANY] ( including, without li mitation, common stock, preferred stock, derivative securitie s or convertible debt ), and including an IPO ) ; any merger, reverse merger, non- pro rata spin - off, reverse spi n - off, or other business combination involving Ruth igen ; any recapitalization, restructuring or liquidation of R uthigen or any other form of transaction or disposi tion that results in the effective sale, transfer or other dispositio n of ownership or control over a substantial portio n of one or more of the principal businesses or operations of Ruthig en ; any loan, credit facility, equipment financing, factoring, or other loan transactions with lenders or financial i nstitutions ; or any licensing agreement, co - develop ment agreement, joint - venture, partnership, similar busi ness combination or similar business arrangement in volving [COMPANY] . For the avoidance of doubt, shall not include any issuance sale or distri bution of ( i ) the capital stock of [COMPANY] held by Oculus ; ( ii ) shares of common stock or common stock equivalents issued or issuable to directors, officers, employees or consu ltants of [COMPANY] in connection with their service as directors or officers of [COMPANY], their employment by Ruthig en or their retention as consultants by [COMPANY] pu rsuant to any benefit plans, programs or agreements ; ( iii ) sh ares of common stock or common stock equivalents is sued ( or issuable upon the exercise of rights, options or wa rrants outstanding from time to time ) to financial institutions, equipment lessors, brokers or similar persons in co nnection with commercial credit arrangements, equip ment financings, commercial property lease transactions or similar transactions, and ( iv ) shares of common stock or common stock equivalents issued ( or issuable upon e xercise of rights, options or warrants outstanding from time to time ) for bona fide services, to the extent not included in any other Sale Transaction