definiens: means, as of a specified date, the number of shares of common stock of Licensee then -outstanding plus the number of shares of common stock of Licensee issuable upon exercise or conversion of then -outstanding convertible securities or warrants, options, or other rights to subscribe for, purchase or acquire from Licensee any capital stock of Licensee ( which shall be determined without regard to whether such securit ies or rights -4- are then vested, exercisable or convertible ) plus, without duplication, the number of shares reserved and available for future grant under any then -existing equity incentive plan of Licensee ; provided that, for clarity, shall not include ( i ) preemptive or other rights to participate in new offerings of securities by Licensee after the Effective Date, ( ii ) obligations under a purchase agreement for preferred stock of Licensee to acq uire additional shares of such preferred stock on the same terms as those purchased at an initial closing upon the passage of time or meeting ( or waiver ) of specified Licensee performance conditions or ( iii ) anti - dilution provisions that have not been trig gered