definiens: means ( A ) a merger, dissolution, liquidation or consolidation ofthe Surviving Corporation or any of its Subsidiaries with or into another Person who is not an Affiliate of Parent, directly or indirectly or ( B ) a sale, conveyance, transfer or other disposition of the assets and properties or all of thecapital stock of the Surviving Corporation or any of its Subsidiaries ( other than a license granted pursuant toparagraph ( d ) below ) to any third party who is not an Affiliate of Parent, that includes all or substantially all of theUnited States or European Union rights covering OncoVEXGM - CSF ( including any regulatory approvals andCompany IP ), other than, for the avoidance of doubt, ( x ) sales of units of OncoVEXGM - CSF product in the ordinarycourse of business or ( y ) a direct or indirect change of control of Parent