definiens: ) equal to the Milestone Payment ( as defined below ) then duedivided by one hundred percent ( 100 % ) of the average daily closing price of the Common Stock reported by the NasdaqGlobal Market for the thirty ( 30 ) consecutive trading days ending on the day immediately prior to the achievement of theapplicable Milestone Event rounded to the lower full share amount with the fraction paid in cash . The Initial Shares and theMilestone Shares are collectively referred to herein as the 1.2 Milestone Shares . At the election of Investor ( such election to be made within thirty ( 30 ) days from the receipt byInvestor of notice that a Milestone Event has occurred ), each Regulatory Milestone and Commercial Milestone shall be paidin shares of Common Stock . Notwithstanding the foregoing, the Company shall not be obliged to issue Milestone Shares toInvestor at the occurrence of a Milestone Event if either : ( a ) the aggregate number of Shares issued to Investor ( including the Initial Shares ), as a result of cumulative election byInvestor, shall exceed 10.300.000 shares ; or ( b ) such issuance could reduce the amount of the Company ’s accumulated net operating losses deductible for taxpurposes against future earnings ( Internal Revenue Code Section 382 ) in excess of USD [ * * * ] ( [ * * * ] dollars ), as determined bythe Company