Common use of Certain Issues Excepted Clause in Contracts

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to the Exercise Price pursuant to Sections 2(b) or 2(c) hereof upon (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the exercise or conversion of Common Stock Equivalents issued prior to the Issuance Date (but such exception shall not affect the obligation to decrease the Warrant Price if required by Section 2(c)(ii) hereof), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital and (iv) Common Stock issued or options to purchase Common Stock granted, in each case, pursuant to the Company’s stock option plans and employee stock purchase plans that have been approved for adoption by the Company’s board of directors and stockholders.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer Company shall not be required to make any adjustment to the Exercise Price pursuant to Sections 2(b5(h) or 2(c5(i) hereof upon (i1) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii2) securities issued pursuant to the exercise or conversion of Common Stock or Series C Equivalents issued prior to the Issuance Date date hereof (but such exception shall not affect the obligation to decrease the Warrant Exercise Price if required by Section 2(c)(ii5(i)(2) hereof), (iii3) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital and (iv4) Common Stock or Series C Preferred Stock issued or options to purchase Common Stock or Series C Preferred Stock granted, in each case, pursuant to the Company’s stock option plans and employee stock purchase plans that have been approved for adoption by the Company’s board of directors and stockholders.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to the Exercise Warrant Price pursuant to Sections 2(b4(d) or 2(c4(e) hereof upon (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the exercise or conversion of Common Stock Equivalents issued prior to the Issuance Original Issue Date (but such exception shall not affect the obligation to decrease the Warrant Price if required by Section 2(c)(ii4(e)(ii) hereof), (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital and (iv) Common Stock issued or options to purchase Common Stock granted, in each case, pursuant to the CompanyIssuer’s stock option plans and employee stock purchase plans that have been approved for adoption by outstanding as they exist on the Company’s board date of directors and stockholdersthe Purchase Agreement.