definiens: means, following the E ffective Date, the issuance and sale to investors of Sunesis preferred stock, the gross pro ceeds of which are at least ten million Dollars ( $ 1 0,000,000 ), which preferred stock has at least the following ri ghts, preferences and privileges ( by contract or ot herwise ): ( i ) a liquidation preference ranking pari passu or senior to the Series C-2 Preferred Stock ; ( ii ) rights of first refusal on future securities issuances by Sunesis that are at least materially the same as those provided for in the Investor Rights Agreement as in effect on the Effective Date ; ( iii ) registration rights that are at least mater ially the same as those registration rights afforded the Series C- 2 Preferred Stock under the Investor Rights Agreeme nt as in effect on the Effective Date ; and ( iv ) weighted - ave rage and/or full ratchet anti - dilution protection b ased on the sale price for such preferred stock