definiens: shall mean each investor ( with its affiliates ) who holds at least ( i ) twelve and one - half percent ( 12/% ) of the outstanding shares of Series A Stock, ( ii ) twelve and one - half percent ( 12 /% ) of the outstanding shares ofSeries B Stock, ( iii ) twelve and one half percent ( 12.5 % ) of the outstanding shares of Series C-1 Stock and Series C-2Stock considered together as a single class ( each as adjusted for stock splits and combinations occurring after the datehereof ), or in the case of Shepherd Ventures II, L.P., Palo Alto Investors and PAC - LINK Bio Venture Capital InvestmentCorporation, so long as such investor holds shares of Company Preferred Stock having an aggregate original issue priceof at least $ 499,000 ; or ( iv ) twelve and one - half percent ( 12 /% ) of the outstanding shares of Series D Stock . Forpurposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust orany other entity ( collectively, a ) shall be deemed an of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any generalpartner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that iscontrolled by one or more general partners or managing members of, or shares the same management company with, suchPerson