definiens: shall mean equity securities of Licensee, whether or not currently authorized, as well as rights, opt ions, or warrants to purchase such equity securitie s, or securities of any type whatsoever ( including but not limited t o debt instruments ) that are, or may become, conver tible or exchangeable into or exercisable for such equity se curities ; provided, however, that Equity Securities shall not include ( i ) shares of Licensee ’s common stock ( ), options or warrants to subscribe for, purchase or otherwise acquire Common Stock or conve rtible or exchangeable securities, issued as a divi dend or distributed on Licensee ’s preferred stock ( ) ; ( ii ) shares of Common Stock, options, warrants * * * Confidential Treatment Requested Page 1 of 7 or convertible or exchangeable securities issued by reason of a dividend, stock split, split - up or oth er distribution on shares of Common Stock ; ( iii ) shares of Common S tock or options issued to Licensee ’s employees or directors of, or consultants or advisors to, Licens ee or any of its subsidiaries pursuant to Licensee ’ s equity incentive plans, agreements or arrangements approve d by Licensee ’s Board of Directors, ( iv ) shares of Common Stock or convertible or exchangeable securities act ually issued upon the exercise of options or warran ts or shares of Common Stock actually issued upon the conversion or exchange of convertible or exchangeable securit ies, in each case provided such issuance is pursuant to the terms of such option, warrant or convertible or ex changeable security ; ( v ) shares of Common Stock, options, warr ants or convertible or exchangeable securities issu ed to banks, equipment lessors or other financial institu tions, or to real property lessors, pursuant to a d ebt financing, equipment leasing or real property leasing transact ion approved by Licensee ’s Board of Directors ; ( vi ) shares of Common Stock, options, warrants or convertible or e xchangeable securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions, in e ach case, approved by Licensee ’s Board of Directors ; ( vii ) sh ares of Common Stock, options, warrants or converti ble or exchangeable securities issued in connection with a cquisitions or business combinations, in each case, approved by Licensee ’s Board of Directors ; ( viii ) shares of Common Stock, options, warrants or convertible or exchangeable securities issued in connection with s ponsored research, collaboration, technology licens e, development, OEM, marketing, customer, vendor, supp lier or other similar agreements or strategic trans actions entered into for primarily non - equity financing pur poses, in each case, approved by Licensee ’s Board o f Directors . Licensee ’s obligations and TSRI ’s rights under this Section 3.2.4 shall apply only to sales of Equity Securities consummated before the earlier of [ … * * * … ]