definiens: of a Party means any of the following, in a single transaction or a series of related transactions : ( a)the sale or disposition of all or substantially all of the assets of such Party to a Third Party, ( b ) the direct or indirectacquisition by a Third Party ( other than an employee beneﬁt plan ( or related trust ) sponsored or maintained by such Partyor any of its Aﬃliates ) of beneﬁcial ownership of more than ﬁfty percent ( 50 % ) of the then - outstanding common shares orvoting power of such Party or any direct or indirect entity which holds, directly or indirectly, beneﬁcial ownership of morethan ﬁfty percent ( 50 % ) of the then - outstanding common shares or voting power of such Party ( a ), ( c ) themerger or consolidation of such Party or any Parent Entity with or into a Third Party, unless, following such merger orconsolidation, the stockholders of such Party or Parent Entity immediately prior to such merger or consolidationbeneﬁcially own directly or indirectly more than ﬁfty percent ( 50 % ) of the then - outstanding common shares or voting powerof the entity resulting from such merger or consolidation or ( d ) a change in the possession, directly or indirectly, of thepower to direct, or cause the direction of, the management or policies of such Person, whether through the ownership ofvoting securities, by contract, or otherwise . With respect to a Change of Control of Apellis, a Change of Control shall referto a Change of Control of any of Apellis US, Apellis GmbH or Apellis LLC