definiens: means allshares of Common Stock then held by BVF or its affiliates on the record date for suchStockholder Meeting, other than shares of Common Stock issued to BVF or any affiliateof BVF by the Company upon exercise of a warrant issued pursuant to the FundingAgreement ; ( ii ) the term means all shares of Common Stock then heldby BVF or its affiliates on the record date for such Stockholder Meeting that were issuedto BVF or any affiliate of BVF by the Company upon exercise of a warrant issuedpursuant to the Funding Agreement ; and ( iii ) the term meansthe approval of the stockholders of the Company of the issuance of shares of CommonStock, in accordance with Nasdaq Marketplace Rule 5635(d ), in excess of 11,358,432shares upon the exercise of any and all warrants issued pursuant to Section 4.01 of theFunding Agreement that have an exercise price of less than $ 1.076 per share ( asadjusted for any stock splits, reverse splits, recapitalization, combinations of shares, reclassification of shares or similar changes in capitalization )