definiens: shall mean a single transaction or series of related transactions consisting of orresulting in any of the following : ( i ) an assignment of the License, ( ii ) an exclusive worldwide sublicense of all orsubstantially all of the intellectual property rights granted to Company under this Agreement and a non - exclusive orexclusive, in either case, worldwide sublicense of all or substantially all of the intellectual property rights granted toCompany under the Gewirtz License Agreement, ( iii ) an initial public offering of securities by Company or othertransaction resulting in either : ( a ) Company becoming a public company or ( b ) any of Company ’s securities beingtraded on a nationally recognized stock exchange or automated quotation system, ( iv ) a sale, license or otherdisposition of all or substantially all of Company ’s assets, or ( v ) a reorganization, consolidation or merger ofCompany, or sale or transfer of the securities of Company, where the holders of Company ’s outstanding votingsecurities before the transaction beneficially own less than fifty percent ( 50 % ) of the outstanding voting securities, orhold less than fifty percent ( 50 % ) of the voting power of the voting securityholders of the surviving entity after thetransaction . Notwithstanding anything above to the contrary, a Significant Transaction shall not be deemed to occuras a result of a bona fide, arms - length equity financing for cash in which Company issues securities representingmore than fifty percent ( 50 % ) of the voting power of its securityholders to venture capital or other similar investorswho do not actively manage day - to - day operations of Company