1.14. Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.
1.15. Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.16. IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.17. Janus Investor shall mean Investors, or permitted transferees of Registrable Securities held by Janus Investors, that are advisory or subadvisory clients of Janus Capital Management LLC, including, but not limited to, Janus Henderson Global Life Sciences Fund, Janus Henderson Capital Funds PlcJanus Henderson Global Life Sciences Fund, and Janus Henderson Biotech Innovation Master Fund Limited.
1.18. Key Employee means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).
1.19. Key Holder Registrable Securities means (i) shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.
1.20. Major Investor means (i) any Investor that, individually or together with such Investors Affiliates, purchases at least 3,879,357 shares of Series D Preferred Stock and continues to hold fifty percent (50%) of such shares purchased thereby (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) and (ii) any Key Holder or permitted assignee that, individually or together with its Affiliates, holds at least 3,879,357 shares of Common Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) originally purchased thereby.
1.21. 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.
1.22. Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.23. Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the Series D Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; (iii) the Key Holder Registrable