definiens: means, as of a specified date, the number of shar es of Common Stock then - outstanding plus the number of shares of common sto ck of Licensee issuable upon exercise or conversion of then - outstanding convertible securities or warrants, options, or other rights to subscribe for, purcha se or acquire from Licensee any capital stock of Licensee ( which shall be determined without regard to whether such securities or rights are then vested, exercisable o r convertible ) ; provided that, for clarity, shall not inclu de ( i ) preemptive or other rights to participate in new offerings of securities by Licensee, ( ii ) obligations under a purchase agreement for preferred stock of Licensee to acquire additional shares of such preferred stock on the pr e - agreed terms upon the passage of time or meeting ( or waiver ) of specified Licensee performance condition s, provided that, for clarity, upon purchase or acq uisition all such shares of preferred stock shall be outstanding and included in the calculation of for purposes of the Agreement, ( iii ) anti - dilution prov isions that have not been triggered and ( iv ) anti - d ilution provisions that would not be triggered by the issua nce of equity securities to Licensor pursuant to or in connection with the provisions of this Agreement