definiens: means ( i ) the Common Stock issuable or issued upo n conversion of the Preferred Stock ; ( ii ) the Common Stock held by Flagship VentureLabs IV LLC as of the date of the P rior Agreement ( including without limitation and for the avoidance of doubt the Common Stock acquired by Ne stlé Health Science US Holdings, Inc. ( ) pursuant to the Stock Purchase Agreement dated a s of December 19, 2014, by and between Flagship VentureL abs IV LLC and [COMPANY] ( the ) ; ( iii ) any Common Stock issued as ( or issuable u pon the conversion or exercise of any warrant, right, or other security that is issued as ) a divid end or other distribution with respect to, or in ex change for or in replacement of, the shares referenced in clause ( i ) and ( ii ) above ; and ( iv ) the Common Stock issued o r issuable to Comerica Ventures Incorporated, its successors a nd assigns, upon conversion of shares of any securi ties of the Company ( including without limitation Series A-2 Pr eferred Stock ) issuable upon exercise of the warran t issued by the Company to Comerica Bank pursuant to that ce rtain Loan and Security Agreement, dated as of September 9, 2013, between the Company and Comerica Bank, as may be amended and/or restated from time to time ; excluding in all cases, however, any Registra ble Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assi gned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration righ ts have terminated pursuant to Subsection 2.13 of t his Agreement