definiens: shall mean any financing by [COMPANY] or any of its Affiliates, completed after the ExecutionDate, whether in one transaction or a series of related transactions, in which [COMPANY] or any of its Affiliates receivesaggregate gross proceeds of at least Twenty Million United States Dollars ( US $ 20,000,000 ) in connection with thesale or issuance of any equity securities ( convertible or otherwise ) or debt securities of [COMPANY] or any of itsAffiliates . As of the Effective Date, [COMPANY] intends to use commercially reasonable efforts to use a substantial portionof the Financing for the development and commercialization of the Products.(c ) Section 4.1(c ) of the License Agreement is hereby amended and restated to read in full as follows:(c ) On the Effective Date, [COMPANY] shall cause the Issuer ( as defined below ) to issue to Nerviano a five ( 5 ) yearwarrant to purchase up to the number of shares of the Issuer ’s Common Stock that a holder of fifty thousand(50,000 ) shares of [COMPANY] ’s Common Stock prior to the Reverse Stock Split and the Merger would be entitled toreceive following the Reverse Stock Split and the Merger, with an exercise price equal to the per share price utilizedin the Financing and on other customary terms, where ( i ) shall mean a reverse stock split ofIgnyta ’s currently outstanding shares of Common Stock, and ( ii ) shall mean a merger pursuant to whichIgnyta becomes a wholly owned subsidiary of a public reporting company ( such public reporting company, the ) that is contemplated to occur shortly following the Reverse Stock Split . Further, Nerviano may elect, bydelivering to [COMPANY] written notice of such election no later than ten ( 10 ) days after the Effective Date, to receive upto One Million United States Dollars ( $ 1,000,000 ) of the initial fee under Section 4.1(a ) of this Agreement in sharesof the Issuer ’s Common Stock at the per share price utilized in the Financing and on substantially the same otherterms as the Financing and subject to all applicable law, including without limitation customary representationsrelating to the issuance of such shares under Regulation S promulgated under the Securities Act of 1933, asamended, and in the event of an election under this sentence, the amount of such initial fee that shall be payable byIgnyta in cash on the due date therefor shall be reduced by the product of ( A ) the number of shares of the Issuer’sCommon Stock so elected to be received by Nerviano, multiplied by ( B ) the per share price utilized in theFinancing