definiens: means the issuance of ( a ) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan or employee stock purchase planduly adopted for such purpose, by a majority of the non - employee members of the Board of Directors or amajority of the members of a committee of non - employee directors established for such purpose for servicesrendered to the Company, ( b ) securities upon the exercise or exchange of or conversion of any Securitiesissued hereunder and/or other securities exercisable or exchangeable for or convertible into shares ofCommon Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment maybe triggered, or the payment of interest or principal in shares of Common Stock on securities which soprovide, outstanding on the date of this Agreement, provided that such securities have not been amendedsince the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities ( other than in connection with stock splits orcombinations or adjustments pursuant to anti - dilution provisions existing on the date hereof ) or to extend theterm of such securities, ( c ) securities issued pursuant to acquisitions or strategic transactions approved by amajority of the disinterested directors of the Company, provided that any such issuance shall only be to aPerson ( or to the equityholders of a Person ) which is, itself or through its subsidiaries, an operating companyor an owner of an asset in a business synergistic with the business of the Company as determined in goodfaith by the Board and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose ofraising capital or to an entity whose primary business is investing in securities, ( d ) the Securities issuedunder this Agreement, and ( e ) securities issued pursuant to that certain Securities Purchase Agreement datedas of the date hereof ( as such agreement exists on the date hereof, the ) between the Companyand certain affiliates of Vivo Capital LLC ( and the issuance of securities pursuant to the Vivo SPA, the )