definiens: means ( i ) any sale or transfer ( whet her through an asset sale, sale of equity interests or merger ) of all or substantially all of the Buyer ’s and its Subsidiaries ’ right, title and interest in and to any MRT Compound, MRT Product or any other material portion of any Transferred Intellectual Property or Derive d Patents to a third party ( other than a wholly - owned Subsidiary of the Buyer ), through one or more tran sactions or series of transactions, or ( ii ) any exclusive licen se of all or substantially all of the Buyer ’s and i ts Subsidiaries ’ right, title and interest in and to any MRT Compoun d, MRT Product or any other material portion of any Transferred Intellectual Property or Derived Patent s to a third party ( other than a wholly - owned Subsi diary of the Buyer ), through one or more transactions or ser ies of transactions, if such license is granted on or before the first anniversary of the consummation of the Buyer ’ s first underwritten public offering of its common stock under the Securities Act of 1933, as amended ( it be ing understood that if, following the consummation of any sale, transfer or license of any MRT Compound, MRT Product, Transferred Intellectual Property or Deriv ed Patents, Buyer and its Subsidiaries retain all righ ts under Transferred Intellectual Property and Deri ved Patents as necessary to develop and commercialize worldwide other material MRT Compounds or MRT Products that are directed to a material number of drug targets o r Indications, then, such sale, transfer or license shall not constitute a Product Sale under this Agreement ) ; pr ovided, that, for the avoidance of doubt and notwit hstanding anything herein to the contrary, Buyer acknowledges and agrees that any sale, transfer or exclusive li cense granting any third party ( other than a wholly - owned Subsidiary of the Buyer ) any right to develop or commercialize any CFTR MRT Product shall automatica lly constitute a Product Sale under this Agreement