definiens: shall mean the number ofshares of Licensee ’s common stock that is deemed to be outstanding as of the Initial Issuance Date or the Additional IssuanceDate ( as applicable ), which shall equal the sum of : ( i ) the number of shares of Licensee ’s common stock issued andoutstanding as of such date ; ( ii ) the number of shares of Licensee ’s common stock into which all shares of Licensee ’s preferredstock or other equity security issued and outstanding as of such date could be converted if fully converted on the dayimmediately preceding such date ; and ( iii ) the number of shares of Licensee ’s common stock that would be issuable upon theexercise and/or conversion of all options, warrants, convertible securities and other rights to subscribe to or purchase anycommon stock, preferred stock or other equity security of Licensee ( including instruments which are themselves convertibleor which contain convertible features into any common stock, preferred stock or other equity security of Licensee ) issued andoutstanding as of such date, if fully exercised and/or converted on the day immediately preceding such date