(ii) Up to such number of shares determined by the Board (up to a maximum of $[***] worth of Series A Preferred Stock $0.01 par value per share) at the Purchase Price no later than thirty (30) days following receipt of the certification by the Board that the events specified under Milestone 2 in Exhibit I attached to this Agreement have occurred (Milestone 2 and together with Milestone 1, the Milestones); provided, however, that the Purchaser shall have the right, but not the obligation, to purchase the Milestone Shares at any time upon notice to the Company, prior to the achievement of any Milestone.
(b) The date of the purchase and sale of the Milestone Shares are referred to in this Agreement as the Milestone Closing.
(c) Exhibit A to this Agreement shall be updated to reflect the number of Milestone Shares purchased at each such Milestone Closing.
1.4 Use of Proceeds. In accordance with the directions of the Companys Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Company will use the proceeds from the sale of the Shares for activities in connection with the Companys clinical development plan to achieve the Milestones and, as set forth on Exhibit B, to conduct related pre-clinical studies to submit an Investigational New Drug (IND) application for the Companys lead product candidates to the U.S. Food and Drug Administration (FDA), and an amount of up to $100,000 to undertake such preparatory activities as may be required in connection with an initial public offering (IPO). Further IPO- related expenses need to be approved by the Board of Directors.
1.5 Defined Terms Used in this Agreement. In addition to the terms defined above or otherwise in this Agreement, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
(a) Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.
(b) Code means the Internal Revenue Code of 1986, as amended.
(c) Company Intellectual Property means all patents, patent disclosures and all related continuations, continuations-in-part, divisional, reissues, reexamination, utility models, renewals, extensions, certificates of invention and design patents, patent applications, registrations and applications for registrations; registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all such cases that are owned or used by the Company in the conduct of the Companys business as now conducted and as presently proposed to be conducted.