definiens: shall mean that ( i ) any person / entity controlling a party ceases to control that party;(ii ) any person / entity not controlling a party obtains control of that party ; ( iii ) the acquisition, directly orindirectly, by any Person or group of related Persons ( other than any Person that controls, is controlled by oris under common control with a party ) of beneficial ownership ( as such term is defined in Rule 13d-3promulgated under the Securities Exchange Act of 1934, as amended ) of securities possessing more thanfifty percent ( 50 % ) of the total combined voting power of a party ’s outstanding securities ; ( iv ) a merger orconsolidation in which securities possessing more than fifty percent ( 50 % ) of the total combined voting powerof such party ’s outstanding securities are transferred to a Person or Persons different from the Personsholding those securities immediately prior to such transaction ; or ( v ) the sale, transfer or other disposition ofall or substantially all of such party ’s assets ; provided, however, that in the case of [COMPANY], if any of theforegoing occurs in connection with or as a result of reorganization or a transaction with Sanofi and/or anotherAffiliate, then it shall not be deemed a Change of Control for purposes of this Agreement