definiens: means ( i ) any Shares, ( ii ) any security convertib le into or exercisable or exchangeable for, with or without consideration, in to Shares ( including any option to purchase such a convertible security ), ( iii ) any security carrying any warrant or right to subscribe to or purchase any Shares ; provided, however that Equity Securities shall not include any ( w ) S hares issued or issuable pursuant to any rights or agreements, options, restricted stock units, warran ts or convertible securities outstanding as of the date of this Agreement or pursuant to the exercise or vesting of awards granted under the Sellas Stock Incentive Pl an # 1 ; ( x ) Shares issued pursuant to Equity Securities granted or issued after the date of this Agreement, so lon g as MSK ’s rights were complied with, waived, or were inapplic able to the issuance of such Equity Securities ; ( y ) any Equity Securities issued in connection with any ( A ) share split, ( B ) share dividend, ( C ) or other recapitaliz ation by Licensee, in each of cases ( A ) through ( C ) in which the [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitte d and filed separately with the Securities and Exchange C ommission pursuant to Rule 406 of the Securities Ac t of 1933, as amended