1.24 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).
1.25 Longwood means Longwood Fund III, L.P.
1.26 Major Investor means any Investor that, individually or together with such Investors Affiliates, holds at least 4,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). Each of RA Capital and its Affiliates shall individually be deemed to be a Major Investor, so long as RA Capital or any Affiliate continues to hold any shares of Registrable Securities. Each of Deerfield and its Affiliates shall individually be deemed to be a Major Investor, so long as Deerfield or any Affiliate continues to hold any shares of Registrable Securities.
1.27 MPM means funds managed by MPM Asset Management LLC.
1.28 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.
1.29 Person means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.30 Preferred Director means any director of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Companys Certificate of Incorporation.
1.31 Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.
1.32 RA Capital means, individually and collectively, RA Capital Healthcare Fund, L.P. and RA Capital NEXUS Fund II, L.P.
1.33 RA Capital Director means the Series B Director (as defined in the Certificate of Incorporation) designated by RA Capital in accordance with the Voting Agreement.
1.34 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; 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 Subsection 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.