definiens: means ( a ) completion of a merger, reorganization, amalgamation, arrangement, share exchange, consolidation, tender or exchange oﬀer, private purchase, businesscombination, recapitalization or other transaction involving [COMPANY] as a result of which either ( 1 ) the stockholders of Alectorimmediately preceding such transaction hold less than [ * * * ] of the outstanding shares, or less than [ * * * ] of the outstandingvoting power, respectively, of the ultimate company or entity resulting from such transaction immediately after consummationthereof ( including a company or entity which as a result of such transaction owns the then outstanding securities of Alectoror all or substantially all of [COMPANY] ’s assets, including [COMPANY] ’s assets related to the Licensed Antibodies and LicensedProducts, either directly or through one or more subsidiaries ), or ( 2 ) any single Third Party person or group ( within themeaning of the U.S. Securities Exchange Act of 1934 and the rules of the SEC thereunder as in eﬀect, referred to as a ) holds [ * * * ] or more of the outstanding shares or voting power of the ultimate company or entity resulting from suchtransaction immediately after the consummation thereof ( including a company or entity which as a result of such transactionowns the then outstanding securities of [COMPANY] or all or substantially all of [COMPANY] ’s assets either directly or through one ormore subsidiaries ) ; ( b ) the direct or indirect acquisition ( including by means of a tender oﬀer or an exchange oﬀer ) by anyThird Party person or Group of beneﬁcial ownership ( within the meaning of the U.S. Securities Exchange Act of 1934 andthe rules of the SEC thereunder as in eﬀect ), or the right to acquire beneﬁcial ownership, or formation of any Third PartyGroup which beneﬁcially owns or has the right to acquire beneﬁcial ownership, of [ * * * ] or more of either the outstandingvoting power or the then outstanding shares of [COMPANY], in each case on a fully diluted basis ; ( c ) individuals who, as of thedate hereof, constitute the Board of Directors of such company ( the ) cease for any reason to constituteat least a majority of the Board of Directors of such company ; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by such company ’s shareholders, was approved bya vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though suchindividual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of oﬃce occurs as a result of an actual or threatened election contest with respect to the election or removal ofdirectors or other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Boardof Directors of such company ; ( d ) the adoption of a plan121 * * * Certain information has been excluded from this agreement because it is both ( i ) not material and ( ii ) would be competitively harmful if publiclydisclosed