definiens: means, to the ex tent they cover AAV9, ( a ) all patents and patent applications listed in Exhibit A-1, and ( b ) any re - examination certificates thereof ; ( c ) the foreign counterparts of the patents and patent applications in subsections ( a ) and ( b ) ; and ( d ) extensions, continuations, divisionals, and re- issued applications of the patents and patent applications in subsections ( a ) through ( c ) . ” means any Licensed Produ ct in the AAV9 Field . ” means ( i ) any transa ction or series of related transactions following which the holders of Licensee ’s capital s tock or membership or equity interests immediately prior to such transaction or series of related transactions collectively are the owners of less than 50 % of the outstanding equity i nterests of Licensee entitled to ( a ) vote with respect to the election of directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolution of Licensee ; ( ii ) a sale, transfer, or other disposition, in a single transaction or series of r elated transactions, of all or a material portion of Licensee ’s interest in the Licensed Product ; ( ii i ) a sale, transfer or other disposition, in a single transaction or a series of related transacti ons, of all or a material portion of Licensee ’s right, title, or interest in its assets taken as a whole ; or ( iv ) the merger of Licensee with a Third Party by operation of law or otherwise other than a merger following which the holders of Licensee ’s capital stock or membership or equity in terests immediately prior to such transaction or series of related transactions colle ctively are the owners of at least 50 % of the outstanding equity interests of Licensee or the sur viving entity after such merger entitled to ( a ) vote with respect to the election of directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolution of Licensee or the surviving entity after such merger . For clarity, an exclusive license of Licensee ’s interest in the Licensed Products to a limited territory that does not inclu de the United States, the European Union, the United Kingdom or Japan will not be deemed a Change of Control . ” or means the poss ession by Licensor ( whether by ownership or license ) of the ability to grant to Licensee acc ess, a license, or a sublicense ( as applicable ) to the applicable patent or patent application on the terms and conditions set forth herein without violating the terms of any agreement or other arran gement with any Third Party . ” 3 * * * * Certain information has been omitted and filed separately with the Commission . Confidential treatm ent has been requested with respect to the omitted portions