definiens: means the sale of capital stock of Licensee, in o ne or more transactions, including capital stock issuable ( assuming the satisfaction o f any conditions to exercisability, convertibility or exchangeability ) upon the exercise, conversion or e xchange of all evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, including all rig hts, options or warrants to subscribe for, purchase or otherwise acquire shares of Common Stock, that constitute a bona fide Equity Financing at such time as the gross proceeds to Licensee from third party investors in such Equ ity Financing(s ) ( [ * * * ] ) are less than or equal to the Qualified Financing Protection Ceiling ; provided th at if capital stock of Licensee is sold in a single transaction o r series of related transactions for different purc hase prices and any of such shares of capital stock are included fo r purposes of determining the number of shares of Q ualifying Stock to be issued to COH or its designees pursuant to Section 4.3, each share of capital stock that is sold for the lowest purchase price shall be deemed to be have so ld first ( regardless of the date on which such shar es are actually sold ) and the next number of shares of cap ital stock that are sold for the next highest purch ase price shall be deemed to have sold next, et cetera, until the gross proceeds from all such sales are equal t o the Qualified Financing Protection Ceiling