1.21 Major Series B Investor means each of (i) 6 Dimensions Capital, L.P., 6 Dimensions Capital Affiliates Fund, L.P. and their Affiliates, (ii) Pfizer Inc. and (iii) Bessemer Venture Partners IX Institutional L.P. and its Affiliates.
1.22 Major Series C Investor means each of (i) BVF and its Affiliates, (ii) Redmile and its Affiliates, (iii) the Wellington Investor and its Affiliates, (iv) Baker Bros. and their Affiliates.
1.23 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least fifty percent (50%) of that number of shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) held by such Investor as of the date hereof, provided that such Investor holds at least 700,000 shares. For the avoidance of doubt, Vertex Pharmaceuticals Incorporated shall not be considered to be a Major Investor.
1.24 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.
1.25 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.26 Preferred Director means each of the individuals designated for election to the Board in accordance with Subsections 1.2(a) through (e) of that certain Voting Agreement, dated as of the date hereof, by and among the Company and the other parties named therein, if and as applicable.
1.27 Preferred Stock means, collectively, shares of Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock and Series C Preferred Stock.
1.28 Registrable Securities means (i) the Common Stock issuable or issued upon conversion of the 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, held by the Investors as of the date hereof or acquired by the Investors after the date hereof; and (iii) 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, the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.
1.29 Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.