definiens: shall mean all pharmaceu tical fonnulations and dosage fonns of dalbavanc in or my salt, prodrug, bydrate, solvate, metabolite, 01 shaH mean a Person havlllg ( a ) a market capitali : t. Dtion in e.>;CCSS 0{$3oo, ooo 000 ( or in the case of a privately held company, a VlIhl8tion of it ! ! total nutsla1lding equity securities based on it$ most m : cntly complf .. 1ed ann!l - length equity financing or an i!ldependent valuation ofiUl equity pursuant 10 Rule 409A under the Internal Revenue Code, in CJ\cess ofSJOO'OOO, QQQ ) ; ( b ) a tangible net worth in e.>;ces5 ofS25,ooo 000 : and ( e ) a debt to equity ratio ofoo more than two 10 one ' MAKER 'S OBLIGATION TO MAKE PAYMENTS UNDER nils NOTE IS ABSOLUTE AND UNCONDITIONAL . MAKER WAIVES ANY AND ALL RIGHT OF SET · OFF SIMILAR DEFENSES OR COUNTE RCLAIMS WITH RESPECT TO TIlE PAYMENT OF AMOUNTS UNDER TIllS NOTE THAT MAKER MAY NOW OR HEREINAFTER HAVE AGAINST PAYEE OR ANY OTHER PERSON OR ENTITY, OR AGAINST ANY AMOUNTS UNDER THIS NOTF ... INCLUDING ANY AND ALL RIGlIT TO AI'I'L Y TIlE AMOUNT OF ANY LOSSES REFERENCED IN SECTION 10 OF THE STOCK PURCHASE AGREEMENT AGAINST THIS NOTE, ., rN WITNESS WHEREOF the undersigned hos executed UIlS Note effective the day and year first written above DURATA THERAPEUTIC S INC