definiens: means any of the following : ( a)the sale ( including a sale effected through Section 363 of the U.S. BankruptcyCode, as amended ), lease, transfer, exclusive license or other disposition, in asingle transaction or series of related transactions, by the Licensee or anysubsidiary of the Licensee of all or substantially all of the assets or intellectualproperty of the Licensee and its subsidiaries taken as a whole, or the sale ordisposition ( whether by merger or otherwise ) of one or more subsidiaries of theLicensee if substantially all of the assets of the Licensee and its subsidiariestaken as a whole are held by such subsidiary or subsidiaries, except wheresuch sale, lease, transfer, exclusive license or other disposition is to a whollyowned subsidiary of the Licensee ; ( b)a transaction or series of related transactions in which in excess of 50 %, byvoting power, of the Licensee ’s capital securities is transferred ; 1 ( c)a merger or consolidation in which ( i ) the Licensee is a constituent party or ( ii)a subsidiary of the Licensee is a constituent party and the Licensee issuesshares of its capital stock pursuant to such merger or consolidation ; provided, however, that a transaction shall not constitute a Change of Control if its solepurpose is to change the state of the Licensee ’s organization or to create aholding company that will be owned in substantially the same proportions bythe persons who held the Licensee ’s securities immediately prior to suchtransaction ; ( d)involuntary proceedings shall have been commenced against the Licensee ( i)under federal bankruptcy law or under any applicable federal or statebankruptcy, insolvency, or similar law, which seek the general adjustment ofthe Licensee ’s debts, ( ii ) seeking the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator ( or similar official ) of the Licensee orfor any material part of the Licensee ’s property, or ( iii ) seeking an orderwinding up or liquidating the assets of the Licensee, which are initiated andcontinue for a period of thirty ( 30 ) days ; ( e)(i ) a voluntary proceeding shall have been commenced under federalbankruptcy law, or any other applicable federal or state bankruptcy, insolvency, or other similar law, ( ii ) the consent by the Licensee to theappointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator ( or other similar official ) of the Licensee or forany material part of the Licensee ’s property, ( iii ) the Licensee making anyassignment for the benefit of creditors, or ( iv ) the taking of any formal action bythe Licensee in furtherance of any of the foregoing ; or ( f)there occurs a liquidation, dissolution or winding up of the Licensee . ” 3