definiens: means ( a ) any transaction or series of related transactions involving a direct orindirect acquisition, merger, consolidation, sale, transfer, lease or license involving ( i ) any material properties, IP Rights orother Assets of the Company ( or, following the Effective Time, the Surviving Corporation ) or any of its Subsidiaries, including but not limited to OncoVEXGM - CSF and any rights or Assets relating thereto, ( ii ) any economic or other rightsinvolving any of the foregoing or other consequences of ownership thereof, or ( iii ) any prospective or potential economic orother rights, revenues, profits and businesses of the Company ( or, following the Effective Time, the Surviving Corporation ) orany of its Subsidiaries, ( b ) any transaction or series of related transactions involving a direct or indirect issuance, sale ortransfer of any interests in the Company ( or, following the Effective Time, the Surviving Corporation ) or any of itsSubsidiaries ( or any economic, voting or other rights or interests therein or attaching thereto or other consequences ofownership thereof ) ( other than in connection with any exercise, at or prior to the Effective Time, of Company Options orCompany Warrants ), ( c ) any solicitation, granting or execution and delivery of proxies or written consents or other action inopposition to or competition with the approval or consummation of this Agreement or the Transactions, ( d ) revocation of anyproxy or consent granted pursuant to any Support Agreement, or ( e ) any direct or indirect similar transactions or series ofrelated transactions involving the Company or any of its Subsidiaries, other than, in each case, any such transaction withParent, Merger Sub or any of their respective Subsidiaries or controlled Affiliates pursuant to this Agreement