definiens: means the first time one of the following occurs : ( i ) the cl osing of any sale, consolidation, merger or other transac tion, directly or indirectly, in one or a series of related transactions, in which a or ( as su ch terms are used in Section 13(d ) of the Securitie s Exchange Act of 1934, as amended ) acquires securities of LIC ENSEE constituting more than fifty percent ( 50 % ) of the total voting power of all of the then issued and outstand ing securities of LICENSEE, or ( ii ) the sale of all or substantially all of the business or assets of LICENSEE ; provided, however, that Liquidity Event shall not include t he TapImmune Transaction ; and provided, further, that if the TapImmune Transaction occurs, the term LICEN SEE, as used in this definition, shall mean TapImmune In c. ( or any successor thereto )