definiens: means ( a ) in the case of the First Milestone Event, aggregate consideration of$5,000,000 minus Company Expenses payable in connection therewith, payable in shares of Purchaser CommonStock ( based on the applicable Deemed Share Value ) ; ( b ) in the case of the Second Milestone Event, aggregateconsideration of $ 15,000,000 minus Company Expenses payable in connection therewith, payable, at Purchaser’sdiscretion, in a combination of immediately available funds and/or shares of Purchaser Common Stock ( based on theapplicable Deemed Share Value ) ; and ( c ) in the case of the Third Milestone Event, aggregate consideration of$15,000,000 minus Company Expenses payable in connection therewith, payable, at Purchaser ’s discretion, in acombination of immediately available funds and/or shares of Purchaser Common Stock ( based on the applicableDeemed Share Value ) ; provided that the aggregate amount of Milestone Consideration ( which amount of MilestoneConsideration shall include, for this purpose, any amount payable pursuant to Section 1.5 resulting from a Sale of thePurchaser ) satisfied in immediately available funds shall not exceed the equivalent of sixty 61percent ( 60 % ) of the Milestone Consideration ( with shares of Purchaser Common Stock having a Deemed ShareValue specified above ), determined at the time of each payment of Milestone Consideration or at the time of anypayment pursuant to Section 1.5 resulting from a Sale of the Purchaser . Notwithstanding anything to the contrarycontained herein, the total number of Consideration Shares, in the aggregate, to be issued pursuant to this Agreementshall not exceed 19.9 % of Purchaser ’s issued and outstanding shares of voting stock as of immediately prior to theClosing . In the event that this limitation applies to the payment of any Closing Consideration Shares and/or anyMilestone Consideration Shares, Purchaser shall make the difference owing for such Closing Consideration and / orMilestone Consideration in cash, notwithstanding any provision herein to the contrary