definiens: means the issuance of ( a ) shares of Common Stock or options to employees, officers, directors or consultants of La Jolla purs uant to any stock or option plan duly adopted by a majority of the non - employee members of the Board of Directors of La Jolla or a majority of the members of a commi ttee of non - employee directors established for such purpose, ( b ) the Shares and any securities upon the exchan ge or conversion of the Shares issuable hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, but excl uding the Cash Warrants other than those exercised in the Initial Funding, ( c ) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors, but shall not include a transaction to an entity whose primary business is investing in securities, ( d ) any Common Stock or Common Stock Equivalents issued as an in - kind dividend on La Jol la securities, or ( e ) the Initial Funding