Common use of Additional Warrant Coverage; Minimum IPO Ownership Clause in Contracts

Additional Warrant Coverage; Minimum IPO Ownership. In partial consideration for Licensee’s rights in and to the Takeda Intellectual Property licensed hereunder and other rights granted hereunder, in the event that the shares of Common Stock issued to Takeda pursuant to Section 2.2(a) and issued or issuable upon cashless, net exercise of the Warrant issued pursuant to Section 2.2(b) together represent less than [***] percent [***] of the Fully-Diluted Capitalization calculated immediately prior to the closing of the first underwritten initial public offering of the Common Stock (including, for the avoidance of doubt, any shares of Common Stock issued upon conversion of convertible promissory notes that are issued in the Qualified Financing, but excluding shares of Common Stock newly issued in such initial public offering itself) then Licensee shall issue an additional Warrant to Takeda upon the closing of such initial public offering. The number of shares of Common Stock subject to such additional Warrant shall *** Certain Confidential Information Omitted be calculated such that the additional shares issuable upon cashless, net exercise of such additional Warrant, together with the shares of Common Stock issued to Takeda pursuant to Section 2.2(a) and issued or issuable upon cashless, net exercise of the Warrant issued pursuant to Section 2.2(b), represent an aggregate of [***] percent [***] of the Fully-Diluted Capitalization calculated immediately prior to the closing of the first underwritten initial public offering of the Common Stock (including, for the avoidance of doubt, any shares of Common Stock issued upon conversion of convertible promissory notes that are issued in the Qualified Financing, but excluding shares of Common Stock newly issued in such initial public offering itself).

Additional Warrant Coverage; Minimum IPO Ownership. In partial consideration for Licensee’s rights in and to the Takeda Intellectual Property licensed hereunder and other rights granted hereunder, in the event that the shares of Common Stock issued to Takeda pursuant to Section 2.2(a2.1(a) and issued or issuable upon cashless, net exercise of the Warrant issued pursuant to Section 2.2(b2.1(b) together represent less than [***] percent [***] of the Fully-Diluted Capitalization calculated immediately prior to the earlier of a Licensee Change of Control or the closing of the first underwritten initial public offering of the Common Stock (including, for the avoidance of doubt, any Series A preferred stock and any shares of Common Stock issued upon conversion of convertible promissory notes that are issued in the Qualified Financing, but excluding shares of Common Stock newly issued in such initial public offering itself) then Licensee shall issue an additional Warrant to Takeda upon such Licensee Change of Control or the closing of such initial public offering. The number of shares of Common Stock subject to such additional Warrant shall *** Certain Confidential Information Omitted be calculated such that the additional shares issuable upon cashless, net exercise of such additional Warrant, together with the shares of Common Stock issued to Takeda pursuant to Section 2.2(a2.1(a) and issued or issuable upon cashless, net exercise of the Warrant issued pursuant to Section 2.2(b2.1(b), represent an aggregate of [***] percent [***] of the Fully-Diluted Capitalization calculated immediately prior to to, as applicable, such Licensee Change of Control or the closing of the first underwritten initial public offering of the Common Stock (including, for the avoidance of doubt, any shares of Common Stock issued upon any conversion of convertible promissory notes and any Series A preferred stock that are issued in the Qualified Financing, but excluding shares of Common Stock newly issued in such initial public offering itself).