1.13 GAAP means generally accepted accounting principles in the United States.
1.14 Holder means any holder of Registrable Securities who is a party to this Agreement.
1.15 Immediate Family Member means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, uncle, aunt, 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.
1.16 Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
1.17 IPO means the Companys first underwritten public offering of its Common Stock under the Securities Act.
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.
1.19 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 329,000 shares of Registrable Securities (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization) and each Person to whom any of the rights of any Investor are assigned pursuant to Section 6.1.
1.20 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, other than Exempted Securities (as such term is defined in the Certificate of Incorporation).
1.21 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.22 Preferred Directors shall have the meaning ascribed to it in the Stockholders Agreement.
1.23 Preferred Stock means (i) the Series A Preferred Stock, (ii) the Series B Preferred Stock, (iii) the Series C Preferred Stock and (iv) the Series D Preferred Stock.
1.24 Regeneron Percentage Ownership means, at any given time, a fraction, expressed as a percentage, the numerator of which is equal to the number of shares of Common Stock then held by Regeneron Pharmaceuticals, Inc., a Delaware corporation (Regeneron)