definiens: meansthe occurrence of any of the following with respect to Parent : ( A ) anyconsolidation or merger of Parent with or into another corporation or entity, unless Parent or Parent 's shareholders immediately prior to the merger orconsolidation own 50 % or more of the common stock of the surviving corporationor its ultimate parent immediately after the merger ; ( B ) any < PAGE > sale, license on an exclusive basis or other disposition or transfer ( ) of all or substantially all of the assets of Parent, unless Parent or Parent 's shareholders immediately prior to the SubstantialConveyance own 50 % or more of the common stock of the purchaser or licensor orits ultimate parent immediately after the Substantial Conveyance ; or ( C ) aliquidation or dissolution . Notwithstanding the foregoing, following a Change ofControl, the Shareholders will cause Newco to continue to work in good faith toassist Parent ( or its successor ) in completing any remaining Milestones on atimely basis