definiens: shall mean, with respect to Regeneron, any of thefollowing events : ( a ) any Person is or becomes the ( as such term3 is used in Section 13(d ) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3thereunder, except that a Person shall be deemed to have of all sharesthat any such Person has the right to acquire, whether such right may be exercised immediatelyor only after the passage of time ), directly or indirectly, of a majority of the total voting powerrepresented by all classes of capital stock then outstanding of Regeneron normally entitled tovote in elections of directors ; ( b ) Regeneron consolidates with or merges into another corporationor entity, or any corporation or entity consolidates with or merges into Regeneron, other than ( i ) amerger or consolidation that would result in the voting securities of Regeneron outstandingimmediately prior to such merger or consolidation continuing to represent ( either by remainingoutstanding or by being converted into voting securities of the surviving entity or any parentthereof ) a majority of the combined voting power of the voting securities of Regeneron or suchsurviving entity or any parent thereof outstanding immediately after such merger or consolidation, or ( ii ) a merger or consolidation effected to implement a recapitalization of Regeneron ( or similartransaction ) in which no Person becomes the beneficial owner, directly or indirectly, of votingsecurities of Regeneron representing a majority of the combined voting power of Regeneron’sthen outstanding securities ; or ( c ) Regeneron conveys, transfers or leases all or substantially allof its assets to any Person other than a wholly - owned Affiliate of Regeneron