definiens: . ® ® shall mean that ( i ) any person / entity controlling a party ceases to control that party ; ( ii ) anyperson / entity not controlling a party obtains control of that party ; ( iii ) the acquisition, directly or indirectly, by anyPerson or group of related Persons ( other than any Person that controls, is controlled by or is under common controlwith a party ) of beneficial ownership ( as such term is defined in Rule 13d-3 promulgated under the SecuritiesExchange Act of 1934, as amended ( the ) ) of securities possessing more than fifty percent ( 50 % ) of the totalcombined voting power of a party ’s outstanding securities ; ( iv ) a merger or consolidation in which securitiespossessing more than fifty percent ( 50 % ) of the total combined voting power of such party ’s outstanding securitiesare transferred to a Person or Persons different from the Persons holding those securities immediately prior to suchtransaction ; or ( v ) the sale, transfer or other disposition of all or substantially all of such party ’s assets ; provided, however, that in the case of [COMPANY], if any of the foregoing occurs in connection with or as a result ofreorganization or a transaction with Sanofi and/or another Affiliate, then it shall not be deemed a Change of Controlfor purposes of this Agreement . The term, including the term means the possession of, directly or indirectly, the capability to control the direction of the management and policies of a party, whetherthrough the ownership of shares, by contract or otherwise