definiens: shall mean an offering or series of related offerings of Securities by the Company for purposes of raising working capital in a minimum amount of $ 250,000 . Financing shall not include ( i ) the issuance or sale of shares of Common Stock or options to purchase Common stock to employees, officers, directors or consultants for the primary purpose of soliciting or retaining their services in such amount as shall have been approve4 by the Board of Directors, ( ii ) the issuance or sale of Securities to leasing entities or fmancial institutions in connection with commercial leasing or borrowing transactions approved by the Board of Directors, ( iii ) the issuance or sale of Securities to third party providers of goods or services in connection with transactions approved by the Board of Directors ; ( iv ) the sale of Securities in a registered public offering, ( v ) any issuances of Securities in connection with any stock split, stock dividend or recapitalization by the Company, ( vi ) the issuance of Securities at a price ( on an as converted to -20 - Common Stock basis ) below the original issue price of the Company 's Series E Preferred Stock ( as adjusted for stock splits, recapitalizations and like events ) in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or any joint venture or strategic alliance, if such issuance is approved unanimously by the Board of Directors, provided that the issuance of the Company 's SeriesE Preferred Stock to BMSIF or any Affiliate thereof or any related entity to the Singapore Economic Development Board pursuant to Section 3.4(xii ) below at a price below the original issue price of the Company 's Series E Preferred Stock ( as adjusted for stock splits, recapitalizations and like events ) shall also not be a Financing hereunder, ( vii ) the issuance of Securities at a price ( on an as converted to Common Stock basis ) at or above the original issue price ofthe Company 's Series E Preferred Stock ( as adjusted for stock splits, recapitalizations and like events ) in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or any joint venture or strategic alliance, if such issuance is approved by the Board of Directors, ( viii ) the issuance of Securities at a price ( on an as converted to Common Stock basis ) below the original issue price of the Company 's Series E Preferred Stock ( as adjusted for stock splits, recapitalizations and like events ) in connection with the acquisition of another corporation by the Company by merger, consolidation, or purchase of all or substantially all of the assets or shares of such corporation unanimously approved by the Board of Directors, ( ix ) the issuance of Securities at a price ( on an as converted to Common Stock basis ) at or above the original issue price of the Company 's Series E Preferred Stock ( as adjusted for stock splits, recapitalizations and like events ) in connection with the acquisition of another corporation by the Company by merger, consolidation, or purchase of all or substantially all of the assets or shares of such corporation approved by the Board of Directors ; ( x ) shares of Series E Preferred Stock issued pursuant to the terms of the Purchase Agreement ; ( xi ) interest - bearing convertible promissory notes in the aggregate principal amount of $ 8 million issued or issuable pursuant to the CNPA and/or the CNA and any Securities ' issued on conversion thereof ; and ( xii ) additional interest - bearing convertible promissory notes to be issued after the date hereof in the aggregate principal amount of up to $ 15 million to BMSIF or any Affiliate thereof or any related entity to the Singapore Economic Development Board, and any Securities issued on conversion thereof