definiens: means any of the following transaction or series of transactions : ( a ) any merger, consolidation, share exchange, busine ss combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction in which ( i ) a or ( as defined in the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder ) of persons di rectly or indirectly acquires beneficial or record ownership or voting power of securities representing more than [ * * * ] of the outstanding voting securities of the Li censor or the receives the ability otherwise to elect a major ity of the board of directors or other managing aut hority of Licensor, which in any event shall be presumptively deemed to confer control over Licensor or ( ii ) Lic ensor issues securities representing more than [ * * * ] of t he outstanding voting securities of Licensor or the ability otherwise to elect a majority of the board of direc tors or other managing authority of Licensor, which in any event shall be presumptively deemed to confer contr ol over Licensor ; or ( b ) any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets of the Licensor that const itute or account for [ * * * ] or more of the consolidated net r evenues, net income or assets of the Licensor ( incl uding, without limitation, an exclusive license of all or substantially all of the Licensor 's intellectual pr operty rights )