(e) Competitor means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the engineering and research of oligonucleotides conjugated to antibodies, antibody fragments or protein binding agents, but shall not include Takeda Ventures, Inc., RTW or any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors or Managers of any Competitor.
(f) Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock or Registrable Securities, including options and warrants.
(g) Exchange Act means the Securities Exchange Act of 1934, as amended.
(h) FOIA Party means a Person that, in the determination of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (FOIA), any state public records access law, any state or other jurisdictions laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.
(i) Form S-3 means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.
(j) Holder means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.8 hereof.
(k) IPO means the Companys first underwritten public offering of its Common Stock or Registrable Securities under the Securities Act.
(l) New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
(m) Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
(n) Preferred Stock means the Companys Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock.
(o) Register, registered, and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.
(p) Registrable Securities means the shares of Stock, including the shares of Common Stock issuable upon conversion of the Preferred Stock. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferors rights under Section 2 of this Agreement are not assigned.