Common use of Antidilution Adjustment Clause in Contracts

Antidilution Adjustment. The Licensee will issue additional shares (“Antidilution Shares, add up to aggregate percent ( %) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the Licensee authorized in connection with a financing shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreement.

Antidilution Adjustment. (a) The Licensee number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows: (i) If the Company at any time subdivides its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will issue additional shares be proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (“Antidilution Sharesii) If the Company at any time pays a dividend payable in, add up to aggregate percent ( %or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the outstanding number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and issued securities after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by multiplying the Licensee on as converted and Fully Diluted Basis; provided, any increase in number of Warrant Shares issuable immediately prior to such date of determination by a fraction (i) the numerator of which will be the total number of shares of stock Common Stock outstanding immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant, and (ii) the denominator of which will be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any stock option or equity incentive plan adjustment of the Licensee authorized in connection with a financing shall be deemed number of Warrant Shares issuable pursuant to have been authorized prior to the sale of such securities. this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an “Acquisition”), the Company covenants that it will obtain from the acquiring entity, as a round condition to the closing of financing results such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in more than $ in gross proceeds being raisedlieu of exercise hereof, then for purposes a warrant to purchase the equivalent number of issuing these Antidilution Shares, shares of the equivalent class of shares of the acquiring entity on a hypothetical round fully diluted basis. The period of exercise of such new warrant shall be considered equal to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion the remaining duration of convertible securities (SAFEsthe exercise period of this Warrant. If, convertible notesas a result of such Acquisition, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities shareholders of the Company (collectivelyimmediately prior to such Acquisition own at least a majority of the shares of voting capital stock, “Equity Securities”) in assuming full exercise or conversion of all {A0037035.DOC} securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a financingmajority of the assets of the surviving entity, then the Institution and/or its Assignee (as defined below) will have method of calculating the right number of Warrant Shares set forth in Paragraph 1 hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase up to that portion percentage of Warrant Shares or other consideration of the Equity Securities that equals acquiring entity which the Institution’s then currentHolder would be entitled to receive as a result of such merger, fully-diluted percentage ownership consolidation, recapitalization, combination or exchange of shares if this Warrant had been exercised in full immediately prior to such merger, consolidation, recapitalization, combination or exchange of shares (or the Company on record date, if any, for such transaction or event) for the same terms and conditions aggregate exercise price as are offered with respect to such Equity Securities sold provided for in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreementWarrant.

Antidilution Adjustment. The Licensee will issue additional shares (“Antidilution Shares”) to the Regents, without further consideration, until such time as $Number has been raised by the Licensee in gross proceeds from the sale of securities or by conversion of instruments convertible into equity, so that, solely the Shares issued hereunder together with the issuance of the Antidilution Shares, add up to aggregate Written number percent ( %(Number%) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in the number of shares of stock reserved for any stock option or equity incentive plan of the Licensee authorized in connection with a financing shall will be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ Number in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall will be considered to have taken place in which sufficient funds are invested to reach $ Number in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-fully- diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall will provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section Paragraph have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall will survive the termination of this agreement.

Antidilution Adjustment. (a) The Licensee number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows: (i) If the Company at any time subdivides its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will issue additional shares be proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (“Antidilution Sharesii) If the Company at any time pays a dividend payable in, add up to aggregate percent ( %or makes any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by multiplying the number of Warrant Shares issuable immediately prior to such date of determination be a fraction (A) the numerator of which will be the total number of Common Stock outstanding immediately after such dividend or distribution, calculated on a fully diluted basis as provided by Section 1(c) of this Warrant, and issued securities (B) the denominator of which will be the Licensee on as converted and Fully Diluted Basis; provided, any increase in the total number of shares of stock Common Stock outstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any stock option or equity incentive plan adjustment of the Licensee authorized in connection with a financing shall be deemed number of Warrant Shares issuable pursuant to have been authorized prior to the sale of such securities. this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an “Acquisition”), the Company covenants that it will obtain from the acquiring entity, as a round condition to the closing of financing results such a transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in more than $ in gross proceeds being raisedlieu of exercise hereof, for a warrant to purchase the equivalent number of shares of the equivalent class of shares of the acquiring entity on a fully diluted basis. The period of exercise of such new warrant shall be equal to the remaining duration of the exercise period of this Warrant. If, as a result of such Acquisition, the shareholders of the Company immediately prior to such Acquisition own at least a majority of the shares of voting capital stock, assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a majority of the assets of the surviving entity, then for purposes the method of issuing these Antidilution Sharescalculating the number of Warrant Shares set forth in Paragraph 1 hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase that percentage of Warrant Shares or other consideration of the acquiring entity which the Holder would be entitled to receive as a hypothetical round shall be considered to have taken place result of such a merger, consolidation, recapitalization, combination or exchange of shares if this Warrant had been exercised in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round full immediately prior to taking into account any such merger, consolidation, recapitalization, combination or exchange of shares issuable upon new consideration invested at (or the full record date, if any, for such a transaction or event) for the same aggregate exercise price by investors as provided for in the financing. Participation Rights: this Warrant. (c) If the Company proposes to shall issue or sell any equity securities shares of Common Stock (or securities that are exercisable for or convertible into equity securities shares of Common Stock (other than pursuant to the Company (collectively, “Equity Securities”Company’s stock option plan(s)) in after the Date of Issuance for no consideration or for a financing, then consideration per share less than the Institution and/or its Assignee Fair Market Value (as defined below) ), then in such event the number of Warrant Shares issuable pursuant to this Warrant will have be adjusted, from and after the right to purchase up date of such issuance, to that portion number of Warrant Shares determined by multiplying (i) the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership number of the Company on the same terms and conditions as are offered with respect Warrant Shares issuable pursuant to this Warrant immediately prior to such Equity Securities sold issuance or sale, by a fraction (ii) (x) the numerator of which shall be the total number of shares of Common Stock outstanding, calculated on a fully diluted basis as provided for in Section 1(c), immediately after such financingissuance or sale, but at and (y) the denominator of which shall be the total number of shares of Common Stock outstanding, calculated on a minimum the Institution and or/its Assignee will have the right fully diluted basis as provided for in Section 1(c), immediately prior to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University issuance or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreementsale.

Antidilution Adjustment. (a) The Licensee number of Warrant Shares purchasable hereunder are subject to adjustment from time to time, as follows: (i) If the Company at any time subdivides its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will issue additional shares be proportionately increased. If the Company at any time combines its Common Stock, the number of Warrant Shares issuable pursuant to this Warrant will be proportionately decreased. (“Antidilution Sharesii) If the Company at any time pays a dividend payable in, add up to aggregate percent ( %or make any other distribution (except any distribution specifically provided for in the foregoing subsections (i)) of Common Stock, then the outstanding number of Warrant Shares issuable pursuant to this Warrant will be adjusted, from and issued securities after the date of determination of stockholders entitled to receive such dividend or distribution of stockholders to that number of Warrant Shares determined by multiplying the Licensee on as converted and Fully Diluted Basis; provided, any increase in number of Warrant Shares issuable immediately prior to such date of determination by a fraction (i) the numerator of which will be the total number of shares of stock Common Stock outstanding immediately after such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant, and (ii) the denominator of which will be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, calculated on a fully diluted basis as provided in Section 1(c) of this Warrant. (iii) The number of shares reserved for issuance pursuant to this Warrant will automatically be adjusted without further action by the Company in the event of any stock option or equity incentive plan adjustment of the Licensee authorized in connection with a financing shall be deemed number of Warrant Shares issuable pursuant to have been authorized prior to the sale of such securities. this Warrant. (b) In the event of a merger, consolidation, recapitalization, combination or exchange of Common Stock occurring after the date hereof pursuant to which the Company is not the surviving entity (an "Acquisition"), the Company covenants that it will obtain from the acquiring entity, as a round condition to the closing of financing results such transaction or event, the right for the Holder to exchange this Warrant, at its sole option and in more than $ in gross proceeds being raisedlieu of exercise hereof, then for purposes a warrant to purchase the equivalent number of issuing these Antidilution Shares, shares of the equivalent class of shares of the acquiring entity on a hypothetical round fully diluted basis. The period of exercise of such new warrant shall be considered equal to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion the remaining duration of convertible securities (SAFEsthe exercise period of this Warrant. If, convertible notesas a result of such Acquisition, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities shareholders of the Company (collectivelyimmediately prior to such Acquisition own at least a majority of the shares of voting capital stock, “Equity Securities”) in assuming full exercise or conversion of all securities exercisable for or convertible into such voting capital stock, outstanding after such Acquisition and are entitled upon liquidation to receive a financingmajority of the assets of the surviving entity, then the Institution and/or its Assignee (as defined below) will have method of calculating the right number of Warrant Shares set forth in Paragraph 1 hereof shall remain unaffected; otherwise, this Warrant shall, after such Acquisition, permit the Holder to purchase up to that portion percentage of Warrant Shares or other consideration of the Equity Securities that equals acquiring entity which the Institution’s then currentHolder would be entitled to receive as a result of such merger, fully-diluted percentage ownership consolidation, recapitalization, combination or exchange of shares if this Warrant had been exercised in full immediately prior to such merger, consolidation, recapitalization, combination or exchange of shares (or the Company on record date, if any, for such transaction or event) for the same terms and conditions aggregate exercise price as are offered with respect to such Equity Securities sold provided for in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreementWarrant.

Antidilution Adjustment. The Licensee will As to each Purchaser, during the one hundred eighty (180) days following the Closing Date, if the Company makes any issuance, sale, grant of any option or right to purchase or other disposition of any equity security or any equity-linked or related security (including, without limitation, any “equity security” as that term is defined under Rule 405 promulgated under the Securities Act, any securities convertible into such equity securities, any preferred stock or any purchase rights) that is not an Excluded Security (as defined below), for a consideration per share that is less than the Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the date hereof) (such lesser price is referred to herein as the “Discounted Purchase Price”) (the foregoing, a “Dilutive Issuance”), then promptly after such Dilutive Issuance, the Company shall issue to such Purchaser solely with respect to the Shares acquired pursuant to this Agreement or in connection with a Dilutive Issuance, without the payment of additional consideration, a number of additional shares of Common Stock (the “Antidilution Additional Shares”) equal to the result of subtracting (B) from (A), add up to aggregate percent ( %where (A) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in is the number of shares of Common Stock the Purchaser would have received if the Purchaser had paid the Discounted Purchase Price instead of the Purchase Price (adjusted for stock reserved splits, combinations, dividends and the like occurring after the Closing Date), and (B) is the number of shares of Common Stock initially issued to the Purchaser at the Closing (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) plus any shares of Common Stock previously received by the Purchaser under this Section 4.3 in respect of a Dilutive Issuance (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date). Upon any issuance of Additional Shares hereunder, such Additional Shares shall be included as Registrable Securities (as defined in the Registration Rights Agreement). Excluded Securities include: (a) shares of Common Stock issued upon exercise or conversion of any exercisable or convertible securities outstanding as of the date hereof; (b) shares of Common Stock or securities convertible into Common Stock issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase agreements, stock option plans or equity incentive plan other arrangements that are approved by the Company’s board of the Licensee authorized directors; (c) shares of Common Stock or securities convertible into Common Stock issued in connection with acquisitions, asset purchases, licenses, collaborations or strategic transactions involving the Company and other entities approved by the Company’s board of directors; provided that any such issuance shall only be to a financing shall be deemed to have been authorized prior Person (or to the sale equityholders of such securities. In a Person) and which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities and (collectively, “Equity Securities”d) in shares of Common Stock or securities convertible or exercisable into Common Stock that the holders of a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion majority of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect outstanding Shares elect in writing to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreementdeem Excluded Securities.

Antidilution Adjustment. The Licensee will As to each Purchaser, during the one hundred eighty days (180) days following the Closing Date, if any issuance, sale, grant of any option or right to purchase or other disposition of any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any securities convertible into such equity securities, any preferred stock or any purchase rights) is for a consideration per share that is less than the Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the date hereof) (such lesser price is referred to herein as the “Discounted Purchase Price”) (the foregoing, a “Dilutive Issuance”), other than the Excluded Securities (as defined below), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser solely with respect to the Shares acquired pursuant to this Agreement or in connection with a Dilutive Issuance, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock (the “Antidilution Additional Shares, add up ”) equal to aggregate percent ( %the result of subtracting (B) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in from (A) where (A) is the number of shares of Common Stock the Buyer would have received if the Buyer had paid the Discounted Purchase Price instead of the Purchase Price (adjusted for stock reserved splits, combinations, dividends and the like occurring after the Closing Date), and (B) is the number of shares of Common Stock initially issued to the Purchaser at the Closing (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) plus any shares of Common Stock previously received by Purchaser under this Section in respect of a Dilutive Issuance (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date). Upon any issuance of Additional Shares hereunder, such Additional Shares shall be included as Registrable Securities (as defined in the Registration Rights Agreement). Excluded Securities include: (a) shares of Common Stock issued upon conversion of any convertible securities outstanding as of the date hereof; (b) shares of Common Stock or securities convertible into Common Stock issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary pursuant to stock purchase agreements, stock option plans or equity incentive plan other arrangements that are approved by the Company’s board of the Licensee authorized directors; (c) shares of Common Stock or securities convertible into Common Stock issued in connection with a financing shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If strategic transactions involving the Company proposes to sell any equity securities and other entities approved by the Company’s board of directors; and (d) shares of Common Stock or securities that are convertible into equity securities Common Stock that the holders of a majority of the Company (collectively, “Equity outstanding Shares elect in writing to deem Excluded Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreement.

Antidilution Adjustment. The Licensee will (i) As to any Buyer, during the sixty (60) days following the Closing Date, if the Company makes any issuance, sale, grant of any option or right to purchase or other disposition of any equity security or any equity-linked or related security (including, without limitation, any “equity security” as that term is defined under Rule 405 promulgated under the 1933 Act, any securities convertible into such equity securities, any preferred stock or any purchase rights) that is not an Excluded Security (as defined below), for a consideration per share that is less than the Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the date hereof) (such lesser price is referred to herein as the “Discounted Purchase Price”) (the foregoing, a “Dilutive Issuance”), then promptly after such Dilutive Issuance, the Company shall issue to such Buyer solely with respect to the Common Shares acquired pursuant to this Agreement or in connection with a Dilutive Issuance, without the payment of additional consideration, a number of additional shares of Common Stock (the “Antidilution Additional Shares”) equal to a fraction, add up to aggregate percent ( %the numerator of which shall be (i) the number of Common Shares acquired by the outstanding and issued securities of the Licensee on as converted and Fully Diluted BasisBuyer hereunder multiplied by $2.00; provided, any increase in plus (ii) the number of shares of common stock reserved for any stock option or equity incentive plan issued at the Discounted Purchase Price multiplied by the Discounted Purchase Price; (iii) divided by the denominator, which shall be the sum of the Licensee authorized number of shares of common stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of common stock so issued in connection with a financing the Dilutive Issuance. Upon any issuance of Additional Shares hereunder, such Additional Shares shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities included as Registrable Securities. (SAFEs, convertible notes, etc.ii) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation RightsExcluded Securities include: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) shares of Common Stock issued upon exercise or conversion of any entity, which may include Osage University Partners, to which exercisable or convertible securities outstanding as of the University’s participation rights under this section have been assigned either by the University or another entity, or date hereof; (b) any entity that is controlled shares of Common Stock or securities convertible into Common Stock issued to officers, directors, contractors, consultants or other advisors approved by the University. This paragraph shall survive Board or pursuant to the termination Company’s Equity Incentive Plan; (c) shares of this agreementCommon Stock or securities convertible into Common Stock issued in connection with in consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company, and (c) shares of Common Stock or securities convertible or exercisable into Common Stock that the holders of a majority of the outstanding Shares elect in writing to deem Excluded Securities.

Antidilution Adjustment. The Licensee will issue additional provisions of this Warrant are subject to adjustment as provided in this Section 7. (a) The Warrant Exercise Price shall be adjusted from time to time such that in case the Company shall hereafter: (i) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (“Antidilution Sharesii) combine outstanding shares of Common Stock, add up by reclassification or otherwise; then, in any such event, the Warrant Exercise Price in effect immediately prior to aggregate percent ( %such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this Subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 7(a) above, the Holder of each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any consolidation or merger to which the Company is a party other than a merger or consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), there shall be no adjustment under Subsection (a) of this Section above but the Holder of each Warrant then outstanding shall have the right thereafter to convert such Warrant into the kind and issued amount of shares of stock and other securities and property which he would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the Licensee provisions set forth in this Section with respect to the rights and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then, and in each such case, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder as converted shown on the books of the Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and Fully Diluted Basis; providedthe increase or decrease, any increase if any, in the number of shares of stock reserved for any stock option or equity incentive plan Common Stock purchasable at such price upon the exercise of the Licensee authorized this Warrant, setting forth in connection with a financing shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms method of calculation and purchasers in the financing. The term “Assignee” means (a) any entity, facts upon which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that such calculation is controlled by the University. This paragraph shall survive the termination of this agreementbased.

Antidilution Adjustment. The Licensee will (i) As to any Buyer, during the sixty (60) days following the Closing Date, if the Company makes any issuance, sale, grant of any option or right to purchase or other disposition of any equity security or any equity-linked or related security (including, without limitation, any “equity security” as that term is defined under Rule 405 promulgated under the 1933 Act, any securities convertible into such equity securities, any preferred stock or any purchase rights) that is not an Excluded Security (as defined below), for a consideration per share that is less than the Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the date hereof) (such lesser price is referred to herein as the “Discounted Purchase Price”) (the foregoing, a “Dilutive Issuance”), then promptly after such Dilutive Issuance, the Company shall issue to such Buyer solely with respect to the Common Shares acquired pursuant to this Agreement or in connection with a Dilutive Issuance, without the payment of additional consideration, a number of additional shares of Common Stock (the “Antidilution Additional Shares”) equal to the result of subtracting (B) from (A), add up to aggregate percent ( %where (A) of the outstanding and issued securities of the Licensee on as converted and Fully Diluted Basis; provided, any increase in is the number of shares of stock reserved for any stock option or equity incentive plan Common Stock the Buyer would have received if the Buyer had paid the Discounted Purchase Price instead of the Licensee authorized Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date), and (B) is the number of shares of Common Stock initially issued to the Buyer at the Closing (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) plus any shares of Common Stock previously received by the Buyer under this Section 4(o) in respect of a Dilutive Issuance (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date). (ii) Excluded Securities include: (a) shares of Common Stock issued upon exercise or conversion of any exercisable or convertible securities outstanding as of the date hereof; (b) shares of Common Stock or securities convertible into Common Stock issued to officers, directors, employees, contractors, consultants or other advisors approved by the Board; (c) shares of Common Stock or securities convertible into Common Stock issued in connection with in consideration for a financing shall be deemed merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to have been authorized prior to raise equity capital), or in connection with the sale disposition or acquisition of such securities. In a business, product or license by the event that a round Company, and (c) shares of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities Common Stock or securities convertible or exercisable into Common Stock that are convertible into equity securities the holders of a majority of the Company (collectively, “Equity outstanding Shares elect in writing to deem Excluded Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms and purchasers in the financing. The term “Assignee” means (a) any entity, which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that is controlled by the University. This paragraph shall survive the termination of this agreement.

Antidilution Adjustment. The Licensee will issue additional provisions of this Warrant are subject to adjustment as provided in this Section 5. (a) The Warrant Exercise Price shall be subject to adjustment from time to time such that in case the Corporation shall hereafter: (i) subdivide its then outstanding shares of Common Stock into a greater number of shares; or (“Antidilution Sharesii) combine outstanding shares of Common Stock, add up by reclassification or otherwise; then, in any such event, the Warrant Exercise Price in effect immediately prior to aggregate percent ( %such event shall (until adjusted again pursuant hereto) be adjusted immediately after such event to a price (calculated to the nearest full cent) determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share. An adjustment made pursuant to this Subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or shares of Common Stock and other capital stock of the Corporation, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital stock or shares of Common Stock and other capital stock. All calculations under this Subsection shall be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any shares of the Corporation other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in this Section. (b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until another such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price. (c) In case of any consolidation or merger to which the Corporation is a party other than a merger or consolidation in which the Corporation is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Corporation as an entirety or substantially as an entirety, or in the case of any statutory exchange of securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Corporation), there shall be no adjustment under Subsection (a) of this Section above but the Holder of each Warrant then outstanding shall have the right thereafter to convert such Warrant into the kind and issued amount of shares of stock and other securities and property which the Holder would have owned or have been entitled to receive immediately after such consolidation, merger, statutory exchange, sale, or conveyance had such Warrant been converted immediately prior to the effective date of such consolidation, merger, statutory exchange, sale, or conveyance and in any such case, if necessary, appropriate adjustment shall be made in the application of the Licensee provisions set forth in this Section with respect to the rights and interests thereafter of any Holders of the Warrant, to the end that the provisions set forth in this Section shall thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive consolidations, mergers, statutory exchanges, sales or conveyances. (d) Upon any adjustment of the Warrant Exercise Price, then, and in each such case, the Corporation shall give written notice thereof, by first class mail, postage prepaid, addressed to the Holder as converted shown on the books of the Corporation, which notice shall state the Warrant Exercise Price resulting from such adjustment and Fully Diluted Basis; providedthe increase or decrease, any increase if any, in the number of shares of stock reserved for any stock option or equity incentive plan Common Stock purchasable at such price upon the exercise of the Licensee authorized this Warrant, setting forth in connection with a financing shall be deemed to have been authorized prior to the sale of such securities. In the event that a round of financing results in more than $ in gross proceeds being raised, then for purposes of issuing these Antidilution Shares, a hypothetical round shall be considered to have taken place in which sufficient funds are invested to reach $ in gross proceeds and any shares issuable upon conversion of convertible securities (SAFEs, convertible notes, etc.) will first be included in such hypothetical round prior to taking into account any shares issuable upon new consideration invested at the full price by investors in the financing. Participation Rights: If the Company proposes to sell any equity securities or securities that are convertible into equity securities of the Company (collectively, “Equity Securities”) in a financing, then the Institution and/or its Assignee (as defined below) will have the right to purchase up to that portion of the Equity Securities that equals the Institution’s then current, fully-diluted percentage ownership of the Company on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing, but at a minimum the Institution and or/its Assignee will have the right to purchase 5% of the securities issued in such offering. Company shall provide thirty days advanced written notice of each such financing, including reasonable detail regarding the terms method of calculation and purchasers in the financing. The term “Assignee” means (a) any entity, facts upon which may include Osage University Partners, to which the University’s participation rights under this section have been assigned either by the University or another entity, or (b) any entity that such calculation is controlled by the University. This paragraph shall survive the termination of this agreementbased.