definiens: shall mean any of the following events : ( i ) any Change of Control ; ( ii ) any Bankruptcy Event ; ( iii ) the Transfer by Company of all or any part of its interests in the LFRPlntellectual Property or the License Agreements . or In - Licenses . except ( x ) with respect to the LFRP, licensing out LFRP Intellectual Property ( including provision of LFRP Libraries or other biological material ) in the ordinary course of business of the LFRP consistent with past practices, or ( y ) outside the scope of the LFRP, non - exclusive licensing out of LFRP Intellectual Property ( including the provision of LFRP Libraries or other biological material ) but limited to a scope or for a use so as to not compete with the LFRP, provided that non - exclusive licensing of LFRP Intellectual Property under Internally Developed Product Agreements or under Co - Development Agreements shall not be considered in breach hereof, so long as in no event shall any third party or Affiliate be enabled to use for funded research or license out the LFRP Intellectual Property ( including the provision of LFRP Libraries or other biological material ) in a way that would compete with the LFRP, either under such Internally Developed Product Agreements or Co - Development Agreements, or otherwise ; ( iv ) the Transfer by Company of a majority, calculated by reference to fair market value, of the consolidated assets of Company, in an individual transaction or series of transactions, that has a Material Effect on the Assigned Interests or a material effect on the Company 's ability to pay the Guaranteed Minimum Payments