definiens: shall mean, with respect to Regeneron, any of the following events : ( a ) any Person is orbecomes the ( as such term is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder, except that a Person shall be deemed to have of all shares that any suchPerson has the right to acquire, whether such right may be exercised immediately or only after the passage of time ), directly orindirectly, of a majority of the total voting power represented by all classes of capital stock then outstanding of Regeneronnormally entitled to vote in elections of directors ; ( b ) Regeneron consolidates with or merges into another corporation orentity, or any corporation or entity consolidates with or merges into Regeneron, other than ( i ) a merger or consolidationwhich would result in the voting securities of Regeneron outstanding immediately prior to such merger or consolidationcontinuing to represent ( either by remaining outstanding or by being converted into voting securities of the surviving entityor any parent thereof ) a majority of the combined voting power of the voting securities of Regeneron or such surviving entityor any parent thereof outstanding immediately after such merger or consolidation, or ( ii ) a2 merger or consolidation effected to implement a recapitalization of Regeneron ( or similar transaction ) in which no Personbecomes the beneficial owner, directly or indirectly, of voting securities of Regeneron representing a majority of thecombined voting power of Regeneron ’s then outstanding securities ; or ( c ) Regeneron conveys, transfers or leases all orsubstantially all of its assets to any Person other than a wholly - owned Affiliate of Regeneron