definiens: means a transaction or series of related transactions for capital raising purposes yielding gross proceeds to LICENSEEof at least [ * * * ] . For purposes of clarification, a Private Financing shall not include the issuance of any shares ( i ) to LICENSEE ’s serviceproviders, ( ii ) to banks, equipment lessors, or other financial institutions or to real property lessors, pursuant to a debt financing ( other than aQualified Debt Financing ), equipmentleasing, or real property transaction, ( iii ) pursuant to LICENSEE ’s acquisition of another entity by merger, purchase of substantially all of theassets of another entity, or other reorganization pursuant to a joint venture agreement, ( iv ) in connection with sponsored research, collaboration, technology / intellectual property licensing, development, marketing, or other similar arrangements or strategic partnerships, or(v ) pursuant to any settlement of any action, suit, proceeding, or litigation