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 Janus means Janus Henderson Capital Funds plcJanus Henderson Global Life Sciences Fund, Janus Henderson Horizon FundBiotechnology Fund and Janus Henderson Biotech Innovation Master Fund Limited (each, together with its (i) permitted transferees and (ii) other entities under management by Janus Capital Management LLC, a Janus Investor).
1.17 Major Investor means an Investor that, individually or together with such Investors Affiliates, holds at least 182,257 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
1.18 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, provided that Exempted Securities (as defined in the Certificate of Incorporation) shall not be deemed New Securities.
1.19 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.20 Preferred Director means any director of the Company that the holders of record of a class, classes or series of Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.
1.21 Preferred Stock means, collectively, shares of the Companys Series A Preferred Stock and Series B Preferred Stock.
1.22 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, acquired by the Investors after the date hereof; (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.