definiens: means, as of a speci fied date, the number of shares of common stock of Licensee then - outstanding plus the number of shares of commo n stock of Licensee issuable upon exercise or conve rsion of then - outstanding convertible securities or warra nts, options, or other rights to subscribe for, pur chase or acquire from Licensee any capital stock of Licensee ( which shall be determined without regard to wheth er such securities or rights are then vested, exercisable o r convertible ) plus, without duplication, the numbe r of shares reserved and available for future grant under any t hen - existing equity incentive plan of Licensee ; pro vided that, for clarity, shall not include ( i ) preemptive or other rights to participate in new offerings of securities by Licen see after the Effective Date, ( ii ) obligations unde r a purchase agreement for preferred stock of Licensee to acquir e additional shares of such preferred stock on the same terms as those purchased at an initial closing upon the p assage of time or meeting ( or waiver ) of specified Licensee performance conditions or ( iii ) anti - dilution provi sions that have not been triggered