Excluded Securities

Excluded Securities. Any security granted, issued and/or sold by the Company to any director, officer, employee or consultant of the Company in such capacity for the primary purpose of soliciting or retaining their services

Excluded Securities. Means (i) Common Stock issued as a stock dividend to holders of Common Stock or upon any subdivision of shares of Common Stock; (ii) Preferred Stock issued as a stock dividend to holders of Preferred Stock or upon any subdivision of shares of Preferred Stock; (iii) the issuance of shares of Common Stock, or options exercisable therefor, including options outstanding on the date of this Agreement, issued or issuable to current or former employees, officers or directors of, or consultants or... advisers to, the Company pursuant to stock purchase or stock option plans or similar arrangements approved by the Board of Directors; (iv) securities issued or issuable in connection with a bona fide non-equity financing transaction (e.g. equipment financing arrangements and bank lines of credit) that is approved by the Board of Directors; (v) securities issued solely in consideration for the acquisition (whether by merger or otherwise) by the Company or any of its subsidiaries of all or substantially all of the stock or assets of any other entity in a transaction that is approved by the Board of Directors; (vi) shares of Common Stock issued in a Qualified IPO; (vii) securities issued to a strategic partner in connection with a development, collaboration or other similar agreement that is approved by the Board of Directors; or (viii) securities issued, sold or exchanged by the Company as to which the holders of at least a majority of the shares of the Series B Preferred Stock and the Series C Preferred Stock, voting together, has elected to designate as Excluded Securities. View More

Excluded Securities. Means: (i) the Exchange Shares issued in accordance with the Note Exchange, (ii) capital stock, Options or Convertible Securities issued to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company pursuant to an Approved Stock Plan, (iii) shares of Common Stock issued upon the conversion or exercise of Options or Convertible Securities that were... issued and outstanding on the date immediately preceding the Subscription Date, provided such securities are not amended after the Subscription Date to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof, (iv) securities issued pursuant to the Purchase Agreement and securities issued upon the exercise or conversion of those securities, and (v) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Warrant Price pursuant to the other provisions of this Warrant). View More

Excluded Securities. Any Common Stock issued or issuable: (i) to directors, officers, employees or consultants of the Company in their capacity as such pursuant to an Approved Stock Plan, (ii) upon the conversion or exercise of Common Stock Equivalents (other than securities issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Common Stock Equivalents is not lowered, none of such Common Stock Equivalents are... amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents are otherwise materially changed in any manner that adversely affects the Holder; (iii) to Persons in connection with a joint venture, strategic alliance or other commercial relationship with such Person (including Persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital; and (iv) in connection with a transaction for the purpose of acquiring, directly or indirectly, another business or its tangible or intangible assets View More

Excluded Securities. Collectively: (A) Reserved Shares; (B) Common Stock issued or issuable to officers, directors or employees of, or consultants or independent contractors to, the Corporation, pursuant to any written agreement, plan (including the Corporation's 2008 Equity Incentive Plan) or arrangement to purchase, or rights to subscribe for, such Common Stock, including Common Stock issued under any amendment thereto or any other equity incentive plan of the Corporation or other agreement that, in each case... above (except the Corporation's 2008 Equity Incentive Plan), (x) has been approved in form and in substance by the holders of at least two-thirds of the combined voting power of the shares of Preferred Stock then outstanding, calculated in accordance with Section A.6(a) of Article III of the Certificate (including in such calculation any outstanding Restricted Shares held by such holders), and (y) as a condition precedent to the issuance of such shares, provides for the vesting of such shares and subjects such shares to restrictions on transfers, rights of first offer in favor of the Corporation and restricted-stock grants to directors, employees or consultants as approved by the Board (including a majority of the Series A Directors); (C) Common Stock (or options, warrants or other securities convertible into or exercisable for Common Stock) issued as a stock dividend payable in shares of Common Stock, or capital stock of any class issuable upon any subdivision, recombination, split-up or reverse stock split of all the outstanding shares of such class of capital stock; (D) Common Stock (or options, warrants or other securities convertible into or exercisable for Common Stock) issued or issuable to banks or lenders in connection with a debt financing transaction or landlords in connection with real estate lease transactions, provided that each such issuance is approved by the Board (including a majority of the Series A Directors); (E) Common Stock (or options, warrants or other securities convertible into or exercisable for Common Stock) issued or issuable to third parties in connection with strategic partnerships or alliances, joint ventures or other licensing transactions, provided that each such transaction and related issuance is approved by the Board (including a majority of the Series A Directors); (F) Common Stock (or options, warrants or other securities convertible into or exercisable for Common Stock) issued or issuable pursuant to the acquisition by the Corporation of any other corporation, partnership, joint venture, trust or other entity by any merger, stock acquisition, reorganization, purchase of substantially all assets or otherwise in which the Corporation, or its stockholders of record immediately prior to the effective date of such transaction, directly or indirectly, own at least two-thirds of the voting power of the acquired entity or the resulting entity after such transaction, so long as approved by the Board (including a majority of the Series A Directors); 4 (G) Common Stock (or options, warrants or other securities convertible into or exercisable for Common Stock), the issuance of which is approved by two-thirds of the then-outstanding shares of Preferred Stock (including the "Requisite New Investors" (as that term is defined in the Certificate)), calculated in accordance with Section A.6(a) of Article III of the Certificate (including in such calculation any outstanding Restricted Shares held by such holders), with such approval expressly waiving the application of the anti-dilution provisions of Section A.7 of Article III of the Certificate as a result of such issuance (if applicable); (H) 650,000 shares of Common Stock issued or issuable pursuant to, or in connection with, the License Agreement, dated as of August 11, 2008, by and among The Scripps Research Institute, The Salk Institute for Biological Studies and the Corporation; (I) Series A Preferred Stock issued pursuant to that certain Series A Convertible Redeemable Preferred Stock Purchase Agreement, dated as of August 15, 2008, and that certain Second Series A Convertible Redeemable Preferred Stock Purchase Agreement, dated as of May 20, 2011, and the warrant to purchase 160,000 shares of Series A Preferred Stock issued to the HCV Group, and the Common Stock issuable upon conversion of shares of Series A Preferred Stock. (J) Series B Preferred Stock issued or to be issued pursuant to the Stock Purchase Agreement and the Common Stock issuable upon conversion of shares of Series B Preferred Stock View More

Excluded Securities. (a) shares of Common Stock, Convertible Securities, restricted stock units, Options or common stock equivalents issued to employees, officers or directors of the Company pursuant to any existing or future stock option, restricted stock, stock purchase or other equity compensation plan or arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Company's Board of... Directors or a majority of the members of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) securities (including Common Stock and common stock equivalents) issued upon the exercise, conversion or exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments or in satisfaction of any buy-in payment amounts due in connection therewith) issued and outstanding on the date hereof, including the Warrants and any other warrants issued pursuant to the Underwriting Agreement, provided that such securities have not been amended since the date hereof to increase the number of such securities, to decrease the exercise price, exchange price or conversion price of such securities or extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Corporation, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Corporation and shall provide to Corporation additional benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing any securities for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) securities with an aggregate market value of less than $100,000 in any twelve (12) month period View More

Excluded Securities. Shall have the meaning ascribed thereto in the Class B Certificate of Designations.

Excluded Securities. The following: a. the issuance of shares of Common Stock (or options to purchase or acquire shares of Common Stock) to employees, consultants, officers or directors of the Company or any Affiliate or subsidiary of the Company pursuant to a stock option plan or restricted stock plan or arrangement, which issuance of shares of Common Stock (or options to purchase or acquire shares of Common Stock) are approved by a majority of the entire Board of Directors; b. the issuance of any shares of Common... Stock upon the conversion of the Series A Preferred Stock then outstanding and the issuance of any shares of Common Stock upon the exercise of the warrants sold concurrently with the Series A Preferred Stock. c. The issuance of shares of Common Stock in a Qualified Initial Public Offering or merger of the Company with or acquisition of the Company by an entity whose capital stock is traded on a national securities exchange; d. the issuance of Common Stock, Common Stock Equivalents or other securities to financial institutions or other lenders or lessors in connection with any loan, commercial credit arrangement, equipment financing, commercial property lease or similar transaction that is primarily for purposes other than raising equity capital for the Company or any of its Affiliates and are approved by a majority of the entire Board of Directors; e. the issuance of any Common Stock, Common Stock Equivalent or other securities pursuant to any capital reorganization, reclassification or similar transaction that is primarily for purposes other than raising equity capital for the Company or any of its Affiliates and that are approved a majority of the entire Board of Directors; f. the issuance of any Common Stock, Common Stock Equivalent or other securities to an entity as a component of any business relationship with such entity for the purpose of (1) joint venture, technology licensing or development activities, (2) distribution, supply or manufacture of the Company's products or services or (3) any other arrangement involving corporate partners that is primarily for purposes other than raising equity capital for the Company or any of its Affiliates and, in each of the foregoing cases, is approved by a majority of the entire Board of Directors; or g. the issuance of Common Stock, Common Stock Equivalents or other securities in any transaction primarily for the purpose of raising equity capital for the Company or any of its Affiliates to investment bankers, placement agents or advisors in connection with the issuance of Series A Preferred Stock View More

Excluded Securities. The meaning given such term in the Securities Purchase Agreement

Excluded Securities. Any Common Stock Equivalents issued in connection with: (i) a grant of Common Stock Equivalents to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement; (ii) the conversion or exchange of any securities of the Company outstanding on the date hereof, or the exercise of any options, warrants or other rights to acquire such shares; (iii) any acquisition by the... Company or any direct or indirect subsidiary of the Company (including by way of merger, consolidation or other business combination) of the stock, assets, properties or business of any person that is not an affiliate of the Company in an arms-length transaction; (iv) any merger, consolidation or other business combination involving the Company; (v) any public offering of shares of the Company to be sold pursuant to a registration statement on Form S-3 or other public securities filing, or any transaction or series of related transactions involving a change of control; (vi) a stock split, stock dividend or any similar recapitalization; or (vii) any stock of the Company to be issued pursuant to a corporate reorganization, without an economic impact to the stockholders, of one or more of the Company, its affiliates and subsidiaries duly approved by the Company's Board of Directors. View More