definiens: shall mean any capital stock of [COMPANY], whether nowauthorized or not, and rights, options, or warrants to purchase said capital stock, and securitiesof any type whatsoever that are, or may become, convertible into said capital stock, whetherpublicly or privately offered ; provided, however, that does not include(i ) securities issuable upon conversion of or with respect to Preferred Stock ; ( ii ) the WarrantShares issuable under and defmed in the Stock Transfer Agreement between [COMPANY] and theRegents of the University of Michigan dated February 24, 1995 ; ( iii ) securities issued pursuantto an acquisition of an entity by [COMPANY] by merger, purchase of substantially all of the assets, ~or other reorganization whereby [COMPANY] owns more than ftfty percent ( 50 % ) of the voting power -,-of such entity ; ( iii ) shares of [COMPANY] 's Common Stock ( or related options ) issued to employees, _