definiens: of the Company, as defined below ) all ( but not less than all ) of the Offered Shares ; provided, however, that such sa le is at a price and upon terms and conditions that are more favorable to the Investor than those specified in the Counter . offer . If the Offered Sha res are not sold to the Company or another party within such 45 day period, such Shares shall continue to be subject to the requirements of this Section 9 .3 . It shall be a condition to a Transfer of Shares by the Investor, in whole o r in part, to any person or entity, that such person or entity agrees to be bou nd by the provisions of this Section 9.3 . For purposes of this Section 9.3, a shall mean any person or entity directly or indirectly engaged in or promoting the research, development, testing, study or commercialization of products, processes or methods of treating infectious, viral or fungal dis eases