definiens: means either ( A ) atransaction in which Company sells or grants an exclusive commercial license in the Field to a third party that is notan affiliate of the Company to the assets generated under the Sponsored Research or ( B)(i ) a merger or consolidationin which the Company is a constituent party except any such merger or consolidation involving the Company in whichthe equity ownership of the Company outstanding immediately prior to such merger or consolidation continues torepresent, or are converted into or exchanged for equity securities that represent, immediately following such mergeror consolidation, at least a majority, by voting power, of the equity ownership of ( x ) the surviving or resulting entity or(y ) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such mergeror consolidation, the parent entity of such surviving or resulting entity or ( ii ) a sale, transfer, exclusive license or otherdisposition, in a single transaction or series of related transactions, of all or substantially all the assets of theCompany ; provided that, notwithstanding the foregoing, neither an Initial Public Offering nor an Intercompany Spin - Out(as defined below ) shall constitute a Sale or Licensing Transaction