definiens: means the total number of shares that ( i ) includes ( A ) all then - outstanding shares and sh ares issuable under then - outstanding equity awards and warrants ( if any ) as of immediately prior to the Fi nancing Transaction ( and prior to giving effect to the issuance of any shares of Viking Securities in the Financing Transaction ), ( B ) shares ( and options to purchase shares ) issuable pursuant to consulting ag reements then in effect, ( C ) shares issuable to hol ders of then - outstanding convertible notes ( but excludin g convertible notes held by Ligand ) and ( D ) any outstanding shares of common stock issued prior to the Financing Transaction, as may be adjusted pursuant to any repurchase, recapitalization, recla ssification, stock split, reverse stock split or si milar transaction, as well as the shares of Viking Securi ties to be issued to Ligand pursuant to Section 5.1 ( b ) of the Agreement and this Schedule 6, and ( ii ) exclude s ( W ) shares of common stock issuable pursuant to employment agreements and * Confidential Treatment Requested employee offer letters then in effect, ( X ) any othe r shares of common stock and equity awards issued o r issuable in, upon or following the closing of the F inancing Transaction, ( Y ) shares reserved pursuant to Viking ’s equity incentive plan ( unless the shares a re subject to an award outstanding under the plan a s of immediately prior to the Financing Transaction ), an d ( Z ) shares reserved pursuant to Viking ’s employee stock purchase plan