Common use of Board Visitation Rights Clause in Contracts

Board Visitation Rights. Until the earlier of (i) the effective date of the registration statement on Form 8-A for the registration of securities of the Company pursuant to Section 12(b) or 12(g) of the 1934 Act, or (ii) the consummation of the Company's initial public offering, the public offering price of which is not less than $12,500,000 in the aggregate, and for so long as Purchasers hold an aggregate of at least sixty-six and two-thirds of the shares of the Company's Series C Preferred Stock (or Common Stock issued upon conversion thereof) purchased by such Purchasers pursuant to the Stock Purchase Agreement, the Company shall invite a representative of the Purchasers to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to accept such information in Oxford Bioscience Partners Page 5. September 8, 1994 confidence subject to the same restrictions required as to directors and with respect to any information which the Company deems in good faith to be a trade secret or similar confidential information, to enter into a confidentiality agreement mutually acceptable to the Company and such representative which is consistent with the Purchasers' ability to exercise its full legal rights as a shareholder; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel; and, provided further, that the Company reserves the right to schedule such meetings around the availability of the members of the Board of Directors. By countersigning below, each Purchaser hereby agrees that it and they shall be limited to equitable remedies with respect to enforcement hereof and the Company shall have no financial or monetary liability under this Letter Agreement to such Purchaser in connection with a failure by the Company to provide information to such Purchaser in a timely manner (or at all) pursuant to section A(i)-(v) of this Letter Agreement. Each Purchaser further acknowledges that any information provided by the Company to such Purchasers pursuant to this Letter Agreement, or otherwise and designated as confidential, orally or in writing, by the Company, is the confidential and proprietary information of the Company. Each Purchaser hereby agrees (i) to hold such confidential and proprietary information in confidence and to take all necessary precautions to protect such confidential and proprietary information, including, without limitation, all precautions such Purchaser employs with respect to its own confidential materials; (ii) not to divulge such confidential and proprietary information or any information derived therefrom to any third person other than an employee that has a reasonable need to know; and (iii) not to make any use Oxford Bioscience Partners Page 6. September 8, 1994 whatsoever at any time of such confidential and proprietary information except to evaluate the status of such Purchaser's investment in the Company. Very truly yours, SIGNAL PHARMACEUTICALS, INC. By: /s/ ALAN X. XXXXX ------------------------------------ Title: President --------------------------------- ACCEPTED: OXFORD BIOSCIENCE PARTNERS L.P. By: OBP Management L.P. Its: General Partner By: /s/ EDMUXX X. XXXXXXX ----------------------------------- Edmuxx X. Xxxxxxx Xxx: Xxneral Partner

Board Visitation Rights. Until the earlier of (i) the effective date of the registration statement on Form 8-A for the registration of securities of the Company pursuant to Section 12(b) or 12(g) of the 1934 Act, or (ii) the consummation of the Company's initial public offering, the public offering price of which is not less than $12,500,000 in the aggregate, and for so long as Purchasers hold an aggregate of at least sixty-six and two-thirds of the shares of the Company's Series C Preferred Stock (or Common Stock issued upon conversion thereof) purchased by such Purchasers pursuant to the Stock Purchase Agreement, the Company shall invite a representative of the Purchasers to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to accept such information in Oxford Bioscience U.S. Venture Partners IV, L.P. Page 5. September 8, 1994 confidence subject to the same restrictions required as to directors and with respect to any information which the Company deems in good faith to be a trade secret or similar confidential information, to enter into a confidentiality agreement mutually acceptable to the Company and such representative which is consistent with the Purchasers' ability to exercise its full legal rights as a shareholder; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel; and, provided further, that the Company reserves the right to schedule such meetings around the availability of the members of the Board of Directors. By countersigning below, each Purchaser hereby agrees that it and they shall be limited to equitable remedies with respect to enforcement hereof and the Company shall have no financial or monetary liability under this Letter Agreement to such Purchaser in connection with a failure by the Company to provide information to such Purchaser in a timely manner (or at all) pursuant to section A(i)-(v) of this Letter Agreement. Each Purchaser further acknowledges that any information provided by the Company to such Purchasers pursuant to this Letter Agreement, or otherwise and designated as confidential, orally or in writing, by the Company, is the confidential and proprietary information of the Company. Each Purchaser hereby agrees (i) to hold such confidential and proprietary information in confidence and to take all necessary precautions to protect such confidential and proprietary information, including, without limitation, all precautions such Purchaser employs with respect to its own confidential materials; (ii) not to divulge such confidential and proprietary information or any information derived therefrom to any third person other than an employee that has a reasonable need to know; and (iii) not to make any use Oxford Bioscience U.S. Venture Partners IV, L.P. Page 6. September 8, 1994 whatsoever at any time of such confidential and proprietary information except to evaluate the status of such Purchaser's investment in the Company. Very truly yours, SIGNAL PHARMACEUTICALS, INC. By: /s/ ALAN X. XXXXX ------------------------------------ --------------------------------- Title: President --------------------------------- -------------------------------- ACCEPTED: OXFORD BIOSCIENCE USVP ENTREPRENEUR PARTNERS II, L.P. By: OBP By Presidio Management Group IV, L.P. Its: Its General Partner By: /s/ EDMUXX X. XXXXXXX ----------------------------------- Edmuxx X. Xxxxxxx Xxx[AUTHORIZED SIGNATURE] --------------------------------- Its: Xxneral PartnerAttorney-In-Fact -------------------------------- SECOND VENTURES II, L.P. By Presidio Management Group IV, L.P. Its General Partner By: /s/ [AUTHORIZED SIGNATURE] --------------------------------- Its: Attorney-In-Fact --------------------------------

Board Visitation Rights. Until The parties hereto hereby agree that ***** and **** shall have the earlier of following board visitation rights: (ia) the effective date of the registration statement on Form 8-A for the registration of securities of the Company pursuant to Section 12(b) or 12(g) of the 1934 Act, or (ii) the consummation of Unless the Company's initial public offeringBoard of Directors determines, the public offering price in its sole discretion, that it would be inappropriate to do so for reasons of which is not less than $12,500,000 in the aggregate, and for so long as Purchasers hold an aggregate confidentiality or potential conflicts of at least sixty-six and two-thirds of the shares of the Company's Series C Preferred Stock (or Common Stock issued upon conversion thereof) purchased by such Purchasers pursuant to the Stock Purchase Agreementinterest, the Company shall invite a one representative of the Purchasers *** and *** to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials non-confidential material that it provides to its directors. Such representative may participate in discussions of matters brought to the Board of Directors; and (b) and *** agree, and each representative of *** and *** will agree, (i) to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with its rights under this Agreement unless *** and or *** and their representatives are required to disclose said confidential information by applicable law, order of government agency or self-regulatory body, provided, however, that such *** and or *** and their representatives shall to the extent possible give reasonable prior notice, to the Company of said disclosure and shall reasonably cooperate with the Company to limit the scope of said disclosure, and (ii) that ***'s and or ***'s representative may be excluded from, and shall agree not be delivered written information with respect to, any portion of a meeting of the Board of Directors in which management intends to accept disclose confidential business information regarding (a) product strategy, pricing, technology, customer relationships or similar matters if management determines that the disclosure of such information in Oxford Bioscience Partners Page 5. September 8to ***, 1994 confidence subject *** or their representatives would be detrimental to the same restrictions required as Company's business, or (b) joint marketing arrangements, joint development projects, mergers, acquisitions, joint ventures or strategic alliances if management determines that disclosure of such information to directors and *** or *** would be detrimental to the Company's business. The provisions of this Section 4(b) shall not apply with respect to any confidential information which the Company deems in good faith to be a trade secret that *** or similar confidential information*** can document (i) is (through no improper action or inaction of its own or any affiliate, to enter into a confidentiality agreement mutually acceptable agent, consultant or employee) generally known to the Company and such representative which is consistent with the Purchasers' ability to exercise its full legal rights as a shareholder; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel; and, provided further, that the Company reserves the right to schedule such meetings around the availability of the members of the Board of Directors. By countersigning below, each Purchaser hereby agrees that it and they shall be limited to equitable remedies with respect to enforcement hereof and the Company shall have no financial or monetary liability under this Letter Agreement to such Purchaser in connection with a failure by the Company to provide information to such Purchaser in a timely manner (or at all) pursuant to section A(i)-(v) of this Letter Agreement. Each Purchaser further acknowledges that any information provided by the Company to such Purchasers pursuant to this Letter Agreementpublic, or otherwise and designated as confidential, orally (ii) was rightfully in its possession or in writing, rightfully known by it prior to receipt from the Company, is the confidential and proprietary information of the Company. Each Purchaser hereby agrees (i) to hold such confidential and proprietary information in confidence and to take all necessary precautions to protect such confidential and proprietary information, including, without limitation, all precautions such Purchaser employs with respect to its own confidential materials; (ii) not to divulge such confidential and proprietary information or any information derived therefrom to any third person other than an employee that has a reasonable need to know; and (iii) not was rightfully disclosed to make any use Oxford Bioscience Partners Page 6. September 8, 1994 whatsoever at any time of such confidential and proprietary information except to evaluate the status of such Purchaser's investment in the Company. Very truly yours, SIGNAL PHARMACEUTICALS, INC. By: /s/ ALAN X. XXXXX ------------------------------------ Title: President --------------------------------- ACCEPTED: OXFORD BIOSCIENCE PARTNERS L.P. By: OBP Management L.P. Its: General Partner By: /s/ EDMUXX X. XXXXXXX ----------------------------------- Edmuxx X. Xxxxxxx Xxx: Xxneral Partnerit by a third party without restriction.

Board Visitation Rights. Until the earlier of (i) the effective date of the registration statement on Form 8-A for the registration of securities of the Company pursuant to Section 12(b) or 12(g) of the 1934 Act, or (ii) the consummation of The parties hereto hereby agree that unless the Company's initial public offering’s Board of Directors determines, the public offering price in its sole discretion, that it would be inappropriate to do so for reasons of which is not less than $12,500,000 in the aggregate, and for so long as Purchasers hold an aggregate confidentiality or potential conflicts of at least sixty-six and two-thirds of the shares of the Company's Series C Preferred Stock (or Common Stock issued upon conversion thereof) purchased by such Purchasers pursuant to the Stock Purchase Agreementinterest, the Company shall invite a one representative of designated by Mobius Venture Capital, one representative designated by Venture Strategy Partners, one representative designated by T Venture, one representative designated by SOFTBANK Capital Partners, one representative designated by Institutional Venture Partners X, L.P., one representative designated by Xxxxx Street V, L.P., one representative designated by Motorola, Inc. from its venture division and Xxxxxxx X. Xxxxxxxxxx (each an “Observer” and together, the Purchasers “Observers”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative the Observers copies of all notices, minutes, consents, and other materials non-confidential material that it provides to its directors. The Observers may participate in discussions of matters brought to the Board of Directors; provided, however, that such representative shall Observers agree to accept such information in Oxford Bioscience Partners Page 5. September 8, 1994 confidence subject to the same restrictions required as to directors and with respect to any information which the Company deems in good faith to be a trade secret or similar confidential information, to enter into a confidentiality agreement mutually acceptable to the Company and such representative which is consistent with the Purchasers' ability to exercise its full legal rights as a shareholder; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel; and, provided further, that the Company reserves the right to schedule such meetings around the availability of the members of the Board of Directors. By countersigning below, each Purchaser hereby agrees that it and they shall be limited to equitable remedies with respect to enforcement hereof and the Company shall have no financial or monetary liability under this Letter Agreement to such Purchaser in connection with a failure by the Company to provide information to such Purchaser in a timely manner (or at all) pursuant to section A(i)-(v) of this Letter Agreement. Each Purchaser further acknowledges that any information provided by the Company to such Purchasers pursuant to this Letter Agreement, or otherwise and designated as confidential, orally or in writing, by the Company, is the confidential and proprietary information of the Company. Each Purchaser hereby agrees (i) to hold such confidential and proprietary information in confidence and trust and not use or disclose any confidential information provided to take all necessary precautions to protect such confidential or learned by them in connection with their rights under this Agreement, and proprietary information, including, without limitation, all precautions such Purchaser employs with respect to its own confidential materials; (ii) that the Observers may be excluded from, and shall not be delivered written information with respect to, any portion of a meeting of the Board of Directors in which management intends to divulge such disclose confidential and proprietary business information regarding (a) product strategy, pricing, technology, customer relationships or any information derived therefrom to any third person other than an employee that has similar matters if a reasonable need to know; and (iii) not to make any use Oxford Bioscience Partners Page 6. September 8majority of the Board of Directors determines, 1994 whatsoever at any time in advance of such confidential and proprietary information except to evaluate meeting, that the status disclosure of such Purchaser's investment information to the Observers would be detrimental to the Company’s business, or (b) joint marketing arrangements, joint development projects, mergers, acquisitions, joint ventures or strategic alliances if a majority of the Board of Directors determines that disclosure of such information to the Observers would be detrimental to the Company’s business. In the event a representative of T Venture is appointed to the Board of Directors to fill the seat of the Deutsche Telekom Director, as defined in the Company’s Amended and Restated Voting Agreement, dated as of the date hereof, the Company’s obligation to invite a T Venture Observer shall terminate. Very truly yoursXx. Xxxxxxxxxx’x rights under this Section 4.2 shall terminate in the event Xx. Xxxxxxxxxx is employed (either on a full, SIGNAL PHARMACEUTICALSpart time or consulting basis), INC. By: /s/ ALAN X. XXXXX ------------------------------------ Title: President --------------------------------- ACCEPTED: OXFORD BIOSCIENCE PARTNERS L.P. By: OBP Management L.P. Its: General Partner By: /s/ EDMUXX X. XXXXXXX ----------------------------------- Edmuxx X. Xxxxxxx Xxx: Xxneral Partnerby a competitor of the Company, as determined by the Board in good faith and in its sole discretion.