Common use of Additional Issuance Clause in Contracts

Additional Issuance. In addition, after the Initial Issuance and until such time as Licensee has raised an aggregate of not less than [***] in gross proceeds (the “Financing Threshold”) from the sale in one or more transactions (calculated on a cumulative basis) of Licensee’s equity securities or securities convertible into equity securities of Licensee ( “Equity Securities”), Licensee shall issue to TSRI and, subject to compliance with applicable security laws, to TSRI’s scientific inventors and/or an Equity Assignee, concurrently in connection with each transaction involving the sale and issuance of Licensee’s Equity Securities (each such additional issuance, an “Additional Issuance”), such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s percentage ownership interest in Licensee at [***] of all outstanding shares of Licensee’s capital stock calculated on a Fully-Diluted Basis as of the date of each such Additional Issuance. In the event that the gross proceeds of any such Additional Issuance, together with the gross proceeds of all preceding Additional Issuances, exceed [***], Licensee shall only be obligated to issue to TSRI and, subject to compliance with applicable securities laws, to TSRI’s scientific inventors and/or an Equity Assignee, such additional number of shares of Licensee’s common stock as is necessary to maintain TSRI’s [***] ownership interest in Licensee for the first [***] in gross proceeds from all such Additional Issuances. Licensee shall deliver to TSRI stock certificate(s) representing the shares issued to TSRI, its scientific inventors and/or an Equity Assignee in connection with any Additional Issuance within [***]days after each such Additional Issuance.