definiens: shall mean an event following the EFFECTIVE DATE in which LICENSEE issues Common Stock or securities convertible into or exercisable for shares of Common Stock of LICENSEE in exchange for cash, property, services or other valuable consideration ; provided, however, that the following issuances of Common Stock or securities convertible into or exercisable for shares of Common Stock of LICENSEE are explicitly excluded from this definition : ( a ) the issuance of XXXXXXX shares of Series A Convertible Preferred Stock and warrants exercisable for up to XXXXXXX shares of Series AA Convertible Preferred Stock to XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX and its affiliates pursuant to a certain S eries A Convertible Preferred Stock and Warrant Purchase Agreement ; ( b ) issuances of shares of Common Stock upon the conversion of then outstanding shares of LICENSEE 's preferred stock unless, and to the extent that, each share of preferred stock can be ex changed for more than one share of Common Stock ( including, for the purposes of such calculation, fractional shares ), ( c ) issuances of shares of Common Stock pursuant to Section 4.1 b. of this Agreement, ( d ) issuances to officers, 9 < PAGE > 13 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST