definiens: means ( i ) any transaction o r series of related transactions following which th e holders of Licensee ’s capital stock or membership or equity interests immediately prior to such transaction or series of related transactions collectively are the owners of less than 50 % of the outstanding equity interests of Licensee entitled to ( a ) vote with respect to the election o f directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolut ion of Licensee ; ( ii ) a sale, transfer, or other di sposition, in a single transaction or series of related transa ctions, of all or a material portion of Licensee ’s interest in the Licensed Products ; ( iii ) a sale, transfer, or other disposition, in a single transaction or series of related transactions, of all or a material portion of Licen see ’s right title, or interest in its assets taken as a whole ; or ( iv ) the merger of Licensee with a Third Party by o peration of law or otherwise