definiens: means the total number of shares that ( i ) includes ( A ) all then - outstanding shares and sh ares issuable under then - outstanding equity awards and warrants ( if any ) as of immediately prior to the Fi nancing Transaction ( and prior to giving effect to the issuance of any shares of Viking Securities in the Financing Transaction ), ( B ) shares ( and options to purchase shares ) issuable pursuant to consulting ag reements then in effect, ( C ) shares issuable to hol ders of then - outstanding convertible notes ( but excludin g convertible notes held by Ligand ) and ( D ) any outstanding shares of common stock issued prior to the Financing Transaction, as may be adjusted pursuant to any repurchase, recapitalization, recla ssification, stock split, reverse stock split or si milar transaction, as well as the shares of Viking Securi ties to be issued to Ligand pursuant to Section 5.1 ( b ) of the Agreement and this Schedule 6, and ( ii ) exclude s ( W ) shares of common stock issuable pursuant to employment agreements and employee offer letters th en in effect, ( X ) any other shares of common stock and equity awards issued or issuable in, upon or fo llowing the closing of the Financing Transaction, ( Y ) shares reserved pursuant to Viking ’s equity inc entive plan ( unless the shares are subject to an aw ard outstanding under the plan as of immediately prior to the Financing Transaction ), and ( Z ) shares reser ved pursuant to Viking ’s employee stock purchase plan