Common use of Fully Diluted Basis Clause in Contracts

Fully Diluted Basis. “Fully Diluted Basis” shall mean the sum of (i) all of the issued and outstanding shares of common stock, preferred stock (calculated on an as-converted to common stock basis) and any other capital stock of Licensee (calculated on an as-converted to common stock basis); (ii) the number of shares of common stock issuable upon conversion or exercise of any issued and outstanding equity security that is convertible or exercisable, with or without consideration, into shares of common stock, preferred stock or other capital stock of Licensee (calculated on an as-converted to common stock basis); (iii) the number of shares of common stock issuable upon conversion or exercise of any issued and outstanding security or other agreement carrying or including any warrant or right to subscribe to or purchase any shares of common stock, preferred stock or other capital stock of Licensee (calculated on an as-exercised, as-converted to common stock basis); and (iv) the number of shares of common stock issuable upon conversion or exercise of any issued and outstanding options and warrants to purchase shares of common stock, preferred stock or other capital stock of Licensee (calculated on an as-exercised, as converted to common stock basis). For purposes of clarity, any shares reserved for future issuance under share reserve pools, including with respect to unallocated and unissued stock options pursuant to any equity incentive award plan, shall be included in the above calculation as if such shares were issued and options exercised and as converted to common stock basis.