1.10 Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.11 GAAP means generally accepted accounting principles in the United States as such may be modified, or any successor accounting principles.
1.12 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.13 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.
1.14 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.15 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
1.16 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).
1.17 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 1,142,361 shares of Registrable Securities then outstanding (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided, however, that Blackwell Partners LLCSeries A shall also be deemed to be a Major Investor for so long as Blackwell Partners LLC- Series A continues to hold 336,967 shares of Series B Preferred Stock, and provided that Roche shall also be deemed to be a Major Investor for purposes of Section 3.1 herein.
1.18 NEA means New Enterprise Associates 16, L.P.
1.19 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.
1.20 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.21 Preferred Director means any director of the Company that the holders of record of the Series A Preferred Stock and Series B Preferred Stock are entitled to elect pursuant to the Restated Certificate.