definiens: means ( i ) any transaction or series of related transactionsfollowing which the holders of Licensee ’s capital stock or membership or equity interestsimmediatelyprior to such transaction or series of related transactions collectively are the owners of less than50 % of the outstanding equity interests of Licensee entitled to ( a ) vote with respect to the electionof directors ( or positions having a similar function ) or ( b ) receive the proceeds upon any sale, liquidation or dissolution of Licensee ; ( ii ) a sale, transfer, or other disposition, in a singletransaction or series of related transactions, of all or a material portion of Licensee ’s interest inthe Licensed Product ; ( iii ) a sale, transfer, or other disposition, in a single transaction or series ofrelated transactions, of all or a material portion of Licensee ’s right title, or interest in its assetstaken as a whole ; ( iv ) an initial public offering of the stock of Licensee ; or ( v ) the merger ofLicensee with a Third Party by operation of law or otherwise