definiens: means ( i ) the Common Stock issuable or issued upo n conversion of the Viking Convertible Note, or upon conversion of any Derivative Securities issuable or issued upon c onversion of the Viking Convertible Note ; provided, however, that prior to the conversion of the Viking Converti ble Note, such Common Stock or Derivative Securities issuable upon conversion thereof shall not be deemed Regist rable Securities for purposes of Subsection 7.6 ; ( ii ) the Common Stock issuable or issued upon conversion of the Series Mezzanine Preferred Stock ; ( iii ) the Key Hol der Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Subsections 2.1 ( and any other applicable Section or Subsection wit h respect to registrations under Subsection 2.1 ), 2.12, 3.1, 3.2, 4.1 and 7.6 ; ( iv ) Common Stock issued to Chies i pursuant to the Chiesi Stock Purchase Agreement ; and ( v ) any Common Stock issued as ( or issuable upon the conve rsion or exercise of any warrant, right, or other securit y that is issued as ) a dividend or other distributi on with respect to, or in exchange for or in replacement of, the sh ares referenced in clause ( ii ) or ( iv ) above ; exclu ding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsect ion 7.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursu ant to Subsection 2.13 of this Agreement . With respect to the Viking Convertible Note : ( i ) at any time prior to t he conversion of the Viking Convertible Note, the n umber of Registrable Securities with respect thereto shall b e calculated assuming that the holder thereof is pe rmitted to convert the Viking Convertible Note pursuant to a M aturity Date Conversion ( as defined therein ) as of the date of such calculation ; and ( ii ) at any time after con version of the Viking Convertible Note, the number of Registrable Securities with respect thereto shall b e calculated based on the actual number of shares o f Common Stock or Derivative Securities issued upon conversi on of the Viking Convertible Note