BIOTECH SHARES

BIOTECH SHARES. Means (i) any equity securities of the Company issued or issuable upon the conversion of Preferred Shares held by Biotech or any transferee, successor or 2 assign of Biotech; (ii) any shares of equity securities of the Company held as the date hereof or acquired hereafter by Biotech; (iii) any equity securities of the Company issued or issuable with respect to the securities referred to in clauses (i) and (ii) by way of a stock dividend or stock split or in connection with a combination... of shares, recapitalization, merger, consolidation or other reorganization; and (iv) any other shares of equity securities of the Company held by persons holding securities referred to in clauses (i), (ii) and (iii); provided, however, that Biotech Shares shall not include any securities the sale of which has been registered pursuant to the Securities Act or sold to the public pursuant to Rule 144 promulgated by the Commission under the Securities Act. For purposes of this Agreement, a Person will be deemed to be a Holder of Biotech Shares whenever such Person holds a security exercisable for or convertible into such Biotech Shares, whether or not such exercise or conversion has actually been effected. View More