definiens: shall mean a transfer of the right to receive the Contingent Payments and the Royaltiesby any Seller ( a ) upon death of such Seller by will or intestacy ; ( b ) pursuant to a court order ; ( c ) by operation of law(including by consolidation or merger ) or without consideration in connection with the dissolution, liquidation ortermination of any corporation, limited liability company, partnership or other entity ; or ( d ) to any Person if suchtransfer is of such Seller ’s entire right to receive the remaining portion of the Contingent Payments and Royaltieswhich such Seller is entitled to receive ; provided, that, in connection with any such transfer, ( i ) such transfereeagrees in writing with Biota to be bound by the restriction on transfer contained in Section 2.8(h ) as a Seller, ( ii ) suchtransfer complies with all applicable securities Laws, and ( iii ) such transfer is registered with the Paying Agent asprovided in the Paying Agent Agreement