definiens: means ( i ) any consolidation or merger of the LICENSEE with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorga nization in which the shares of capital stock of the LICENSEE immediately prior to such consolidation, merger or reorganization, continue to represent a majority of the voting power of the surviving entity ( or, if the surviving entity is a wholly owned sub sidiary, its parent ) immediately after such consolidation, merger or reorganization, ( ii ) any transaction or series of related transactions to which the LICENSEE is a party in which in excess of fifty percent ( 50 % ) of the LICENSEE ’s voting power is transfe rred ; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the LICENSEE or any successor or indebtedness of the LICENSEE is cancelled or converted or a combination thereof, or ( iii ) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the LICENSEE