definiens: shall mean an event following the EFFECTIVE DATE in which LICENSEE issues Common Stock or securities convertible into or exercisable for shares PHL_A 1263630 v 1 8 CONFIDENTIAL TREAT : MENT REQUESTED of Common Stock of LICENSEE in exchange for cash, property, seIVices or other valuable consideration ; provided, however, that the following issuances of Common Stock or securities convertible into or exercisable for shares of Common Stock of LICENSEE are explicitly excluded from this defInition : ( a ) the issuance ofo, O ~ hares of Series A Convertib Ie Preferred Stock and warrants exercisable for up t~50, oo ~ shares of Series AA Convertible Preferred Stock t < fulariS ~ Venture Partners, L!1 and its affiliates pursuant to a certain Series A Convertible Preferred Stock and Warrant Purchase Agreement ; ( b ) issuances of shares of Common Stock upon the conversion of then outstanding shares of LICENSEE 's preferred stock unless, and to the extent that, each share of preferred stock can be exchanged for more than one share of Common Stock ( including, for the purposes of such calculation, fractional shares ), ( c ) issuances of shares of Common Stock pursuant to Section 4.1 b. of this Agreement, ( d ) issuances to officers, directors or employees of, or consultants to LICENSEE for compensation purposes, and ( e ) issuances in connection with a sale of LICENSEE 's capital stock through the public markets