Common use of Information to be Delivered Clause in Contracts

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety (90) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty (60) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliver, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty (30) days before the end of each fiscal year the Company shall deliver, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a Competitor: (a) As soon as practicable, but in any event within ninety fifteen (9015) days of being made available to the Company after the end of each fiscal year of the Company, but in any event within 180 days after the Company shall deliverend of such fiscal year, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company, unless otherwise approved by the Board (including at least one Preferred Director). (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliverCompany, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-year- end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (d) As soon as practicable, but in any event within thirty (30) days before the end of each fiscal year the Company shall deliveryear, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety one hundred twenty (90120) days of being made available to the Company after the end of each fiscal year of the Company, Company (beginning with fiscal year 2011) the Company shall deliver, (ia) a balance sheet as of the end of such year, (iib) statements of income and of cash flows for such year for such year, and (iiic) a statement of stockholders’ equity as of the end of such year, all such financial statements, all of which shall be unaudited and and. prepared in accordance with GAAP (except that such financial statements may (xi) be subject to normal year-end audit adjustments and (yii) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliver, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (ia) be subject to normal year-end audit adjustments and (iiand.(b) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days before of the end of each month the Company shall deliver, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (a) be subject to normal year-end audit adjustments and (b) not contain all notes thereto that may be required in accordance with GAAP). (d) As soon as practicable, but in any event prior to the beginning of each fiscal year the Company shall deliver, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the CompanyCompany that are materially different from the most-recently provided Board-approved Budget. (de) Solely with respect If the Board of Directors elects to Major Investors other than the Series A-1 Holderprepare audited financial statements, then such other information relating to the financial condition, business, prospects, or corporate affairs statements shall be audited and certified by independent public accountants of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered nationally recognized standing selected by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor:, provided that the Board has not reasonably determined that such Major Investor is a competitor of the Company (it being understood that neither the KKR Investor nor any of its affiliated investment funds shall be deemed to be a competitor of the Company): (a) As soon as practicable, but in any event within ninety one-hundred and eighty calendar (90180) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) calendar days after the end of each of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) calendar days before of the end of each fiscal year month, the Company shall deliver, a budget deliver an unaudited income statement and business plan statement of cash flows for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statementssuch month, and statements an unaudited balance sheet and statement of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs stockholders’ equity as of the Company as any end of such Major Investor month, all prepared in accordance with GAAP (except that such financial statements may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith be subject to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or normal year-end audit adjustments and (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counselnot contain all notes thereto that may be required in accordance with GAAP).

Information to be Delivered. The Company shall deliver the following to each Major Investor, provided that the Board has reasonably determined that such Major Investor is not a Competitor of the Company: (a) As soon as practicable, but in any event within ninety (90) 120 days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited audited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty (60) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliver, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty (30) days before by the end final day of the first quarter of each fiscal year the Company shall deliver, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not in no event be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith considers to be a trade secret confidential or confidential proprietary information (unless covered by an enforceable confidentiality provision or confidentiality agreement, in form reasonably acceptable to the Company) or a trade secret; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety one hundred twenty (90120) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, deliver (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, each compared against the Budget (as defined below) for the applicable fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty (30) days before the end of each fiscal year year, the Company shall deliver, deliver a budget and business plan for the next fiscal year, approved by the Board and Requisite Directors (collectively, the “Budget”), prepared on a monthly quarterly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) quarters and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect As soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines calculate their respective percentage equity ownership in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety one hundred twenty (90120) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year and (iii) and a statement of stockholders’ equity as of the end of such fiscal year, all prepared in accordance with GAAP (except that if such financial statements are unaudited they may (A) be subject to normal year end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP), and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the budget approved by the Board (the “Budget”) for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited . As and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of when determined by the Board, all such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty fortyfive (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliverCompany, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP), together with a comparison between the actual amounts as of and for such quarter and the amounts as included in the Budget for such quarter. (c) As Upon request, as soon as practicable, but in any event thirty (30) days before practicable after the end of each fiscal year quarter, an up-to-date capitalization table of the Company shall deliver, a budget and business plan for in sufficient detail as to permit the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by Major Investors to calculate their respective percentage equity ownership in the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety one hundred twenty (90120) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (ia) a balance sheet as of the end of such year, (iib) statements of income and of cash flows for such year for such year, and (iiic) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliverCompany, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (ia) be subject to normal year-end audit adjustments and (iib) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event no later than thirty (30) days before the end of each fiscal year year, an operating budget forecasting the Company shall deliverCompany’s revenues, expenses, and cash position on a budget and business plan month-to-month basis for the next fiscal yearyear (collectively, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than As soon as practicable, but in any event within forty-five (45) days after the Series A-1 Holderend of each of the first three (3) quarters of each fiscal year of the Company, such a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any. (e) Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a competitor of the Company, provided, that none of KKR, Norwest, Vivo, venBio or 5AM shall be considered competitors of the Company) may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.2.1.1

Information to be Delivered. The Company shall deliver the following to each Major Investor: (a) As soon as practicable, but in any event within ninety (90) 90 days of being made available to the Company after the end of each fiscal year of the Company, Company the Company shall deliver, (ia) a balance sheet as of the end of such year, (iib) statements of income and of cash flows for such year for such year, and (iiic) a statement of stockholders’ equity as of the end of such year, all such financial statements, all of which shall be unaudited have been audited by an accounting firm of national standing and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty (60) 45 days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company the Company shall deliver, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (ia) be subject to normal year-end audit adjustments and (iib) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty within 45 days after the end of each quarter of each fiscal year of the Company the Company shall deliver a detailed capitalization table of the Company showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance. (30d) As soon as practicable, but in any event within 30 days of the end of each month the Company shall deliver, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (a) be subject to normal year-end audit adjustments and (b) not contain all notes thereto that may be required in accordance with GAAP). (e) As soon as practicable, but in any event 30 days before the end of each fiscal year the Company shall deliver, a budget and business plan for the next fiscal year, approved by the Board of Directors of the Company (the “Board”) and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to Shire and to each Major Investor; provided that the Board has not reasonably determined that such Major Investor is a competitor of the Company; provided further, that the parties hereby agree that each of the Major Investors that is a professional investment fund and/or venture capital fund (each, a “Fund Investor” and collectively, the “Fund Investors”), shall be deemed not to be a competitor of the Company for purposes of this Agreement: (a) As soon as practicable, but in any event within ninety (90) Within 120 days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income operations and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected approved by Board (including a majority of the Preferred Directors); provided that for the Company’s 2018 fiscal year, such financial statements shall be unaudited. (b) As soon as practicable, but in any event within sixty (60) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty (30) within 30 days before of the end of each fiscal year month, the Company shall deliverdeliver unaudited statements of income and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) and a budget comparison between (x) the actual amounts as of and business for such months and (y) the comparable amounts in the Operating Plan (as defined below). (d) At least 30 days prior to the beginning of each fiscal year, the Company shall deliver an operating plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months basis (the “BudgetOperating Plan”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company). (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor, provided, that the Board has not reasonably determined that such Major Investor is a competitor of the Company, and provided, further, that the parties hereby agree that a Major Investor that is a venture capital firm or private equity firm shall be deemed not to be a competitor of the Company: (a) As soon as practicable, but in any event within ninety (90) 90 days of after being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty (60) 30 days after being made available to the Company after the end of each fiscal quarter of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days before the end of each fiscal year year, the Company shall deliver, deliver a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, statements and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Major Investors other than the Series A-1 Holder, such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a Competitor of the Company: (a) As soon as practicable, but in any event within ninety one hundred twenty (90120) days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the CompanyCompany and approved by the Board. (b) As soon as practicable, but in any event within sixty thirty (6030) days after the end of each of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days after the end of each quarter of each fiscal year of the Company, the Company’s capitalization table, which shall include the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of such period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company. (d) As soon as practicable, but in any event within thirty (30) days after the end of each month, the Company shall deliver an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments, and (ii) not contain all notes thereto that may be required in accordance with GAAP), and a comparison between (x) the actual amounts as of and for such fiscal year, and (y) the comparable amounts as included in the Budget (as defined below). (e) As soon as practicable, but in any event thirty (30) days before the end of each fiscal year the Company shall deliver, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets Budgets prepared by the Company. (df) Solely The Company shall also deliver to each affected Investor such information as is reasonably necessary for such Investor to comply with respect the monitoring and reporting requirements of the European Bank for Reconstruction and Development, the International Finance Corporation and the European Investment Fund, provided that each of such entities shall maintain the confidentiality of such information except as otherwise required by law or other mandate (provided that the Company is given commercially reasonable notice and an opportunity to resist or restrict any disclosure so required). (g) The Company shall also deliver to each Major Investors other than the Series A-1 Holder, Investor such other information relating to the financial condition, business, prospects, business or corporate affairs of the Company as any such Major the Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection (g) or any other subsection of Section 2.1(d) 3.1 to provide information that (i) that the Company it reasonably determines and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Company) or a trade secret, or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a competitor of the Company; provided, further, that the parties hereby agree that New Enterprise Associates 15, Limited Partnership and its Affiliates (together “NEA”), RiverVest Venture Fund IV, L.P. and its Affiliates, A.M. Xxxxxx Life Science Ventures V, LP and its Affiliates (together “Xxxxxx”), Chiesi Ventures, LP and its Affiliates, Novo, Abingworth, Rock Springs and its Affiliates, Four Pines and its Affiliates, Amzak Health Investors, LLC and its Affiliates (together “Amzak”) and Aisling Capital V, LP and its Affiliates (collectively, the “Funds) shall be deemed not to be competitor of the Company for purposes of this Agreement: (a) As soon as practicable, but in any event within ninety (90) Within 150 days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income operations and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected approved by Board (including the CompanyRequisite Board Members). (b) As soon as practicable, but in any event within sixty (60) 45 days after the end of each of the first three (3) quarters of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event thirty (30) within 45 days before after the end of each of the (i) second fiscal quarter of each fiscal year of the Company and (ii) fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company. (d) As soon as practicable, but in any event within 30 days of the end of each month, the Company shall deliverdeliver a comparison between (x) the Company’s actual cash expenditures for such month and (y) the comparable amounts in the Operating Plan (as defined below). (e) At least 30 days prior to the beginning of each fiscal year, a budget and business the Company shall deliver an operating plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months basis (the “BudgetOperating Plan”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company). (df) Solely with respect to Major Investors other than the Series A-1 Holder, such Such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(d2.1.1(f) to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company) ); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

Information to be Delivered. The Company shall deliver the following to each Major Investor:, provided that the Board has not reasonably determined in good faith that such Major Investor is a competitor of the Company (but none of the Fund Investors (as defined below), or any of their respective Affiliates, or AstraZeneca or any of its Affiliates, shall in any circumstances be considered a “competitor” hereunder): (a) As soon as practicable, but in any event within ninety (90) 180 days of being made available to the Company after the end of each fiscal year of the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited audited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters quarter of each fiscal year of the Company Company, the Company shall deliver, deliver unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days before the end of each fiscal year year, the Company shall deliver, deliver a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect to Major Investors other than the Series A-1 Holder, of such other information relating to period the financial condition, business, prospects, or corporate affairs statements delivered pursuant to Section 2.1.1 shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. (e) As soon as practicable, but in any event within fifteen (15) days after requested in writing by such Major Investor may from time to time reasonably request; providedInvestor, however, that the Company shall not be obligated under this Section 2.1(d) to provide information (i) that deliver a detailed capitalization table of the Company’s outstanding shares of capital stock, including any securities of the Company reasonably determines in good faith to be a trade secret that are convertible into or confidential information exercisable or exchangeable (unless covered by an enforceable confidentiality agreementdirectly or indirectly) for shares of capital stock of the Company. (f) As soon as practicable, in form acceptable to the event of any material defaults of the Company) ’s obligations under its material contracts or (ii) other obligations, or the disclosure commencement or settlement of which would adversely affect any litigation by or against the attorney-client privilege between Company, the Company and its counselshall provide notice to each Major Investor.

Information to be Delivered. The Company shall will deliver the following to each Major Investor:, provided that the Board has not reasonably determined that such Major Investor is a competitor of the Company (provided that none of Redmile, Janus, PFM, EcoR1, and their respective Affiliates shall be considered a competitor of the Company and provided, further, that Takeda shall be entitled to the information in Section 2.1.1(a), (b), (c), (d), and (e) in any event): (a) As soon as practicable, but in any event within before the earlier of ninety (90) days of being made available to the Company after the end of each fiscal year of the Company and fifteen (15) days of being made available to the Company, the Company shall deliver, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all of which shall be unaudited and prepared in accordance with GAAP (except that such financial statements may (x) be subject to normal year-end audit adjustments and (y) not contain all notes thereto that may be required in accordance with GAAP), provided, however, that upon approval of the Board, such financial statements shall be audited and certified by independent public accountants of nationally recognized standing selected by the Company. (b) As soon as practicable, but in any event within sixty forty-five (6045) days after the end of each of the first three (3) quarters of each fiscal year of the Company the Company shall deliverCompany, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance sheet sheet, and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end and audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP). (c) As soon as practicable, but in any event within thirty (30) days before the end of each fiscal year the Company shall deliveryear, a budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months (the “Budget”) and, promptly after prepared, any other budgets or revised budgets prepared by the Company. (d) Solely with respect to Promptly following the end of each quarter of the fiscal year, an updated capitalization table of the Company if requested by any Major Investors other than the Series A-1 Holder, such Investor. (e) Such other information relating to the financial condition, business, prospects, prospects or corporate affairs of the Company as any such Major Investor may from time to time reasonably request; provided, however, that the Company shall will not be obligated under this Section 2.1(d2.1.1(e) to provide information (i) that the Company reasonably determines in good faith (x) to be a trade secret or confidential information or (unless covered by an enforceable confidentiality agreement, in form acceptable to the Companyy) should be kept confidential for strategic business reasons; or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.