Common use of Massachusetts General Hospital Clause in Contracts

Massachusetts General Hospital. If HOSPITAL’s ownership of HOSPITAL’s shares shall at any time create a conflict of interest affecting HOSPITAL’s ability to conduct clinical trials, clinical studies, clinical research or clinical validation or if HOSPITAL shall otherwise be required to divest itself of HOSPITAL’s shares due to law or HOSPITAL’s conflict of interest policies, then HOSPITAL shall have the right to elect to sell (“TRANSFER”) the HOSPITAL’s shares to any third party (“PROPOSED TRANSFEREE”) free of any restriction and free of any co-sale rights, tag along rights, of COMPANY or its stockholders or investors provided however the HOSPITAL shall not transfer the HOSPITAL’s shares to a COMPETING ORGANIZATION or to an investor in any COMPETING ORGANIZATION. Such third party investor shall agree to execute any and all investment documents binding on the HOSPITAL. Notwithstanding the foregoing, the COMPANY first and then the other stockholders of the COMPANY shall have the right of first refusal to purchase such shares at the price offered to such third party by the HOSPITAL pursuant to the following conditions. HOSPITAL shall first offer to sell to the COMPANY or any Persons designated by the Company as the “Purchaser” hereunder (the COMPANY or such designees being referred to as the “DESIGNATED PURCHASER”) the HOSPITAL’s shares that the HOSPITAL desires to sell (the “OFFERED SECURITIES”), at the same price and on the terms identical in all material respects to those terms that the HOSPITAL intends to sell the Offered Securities to the PROPOSED TRANSFEREE; provided that the DESIGNATED PURCHASER shall have no right to acquire the OFFERED SECURITIES unless the DESIGNATED PURCHASER acquires all of the OFFERED SECURITIES. If such proposed TRANSFER involves consideration other than cash, any Person having rights under this subparagraph (v) shall have the right to elect to pay, in lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration. Such offer shall be made by a written notice (the “NOTICE of PROPOSED TRANSFER”) delivered to the COMPANY not less than thirty (30) days prior to the PROPOSED TRANSFER. Such NOTICE of PROPOSED TRANSFER shall set forth the identity of the PROPOSED TRANSFEREE, the OFFERED SECURITIES proposed to be sold, the terms and conditions of the proposed sale, including price per share and any other material terms and conditions or material facts relating to the proposed sale. In addition, the HOSPITAL shall provide to the DESIGNATED PURCHASER all such other information relating to the OFFERED SECURITIES, the PROPOSED TRANSFEREE and the proposed sale as the DESIGNATED PURCHASER may reasonably request. If the DESIGNATED PURCHASER does not accept the HOSPITAL’s offer with respect to all of the OFFERED SECURITIES within fifteen (15) days after receipt of the NOTICE of PROPOSED TRANSFER from HOSPITAL, the HOSPITAL shall have the right for a period of sixty (60) days following the sixtieth day after the COMPANY received the NOTICE of PROPOSED TRANSFER from the HOSPITAL, to sell all of the OFFERED SECURITIES, but at not less than the price, and upon terms not more favorable to the PROPOSED TRANSFEREE, than were contained in the NOTICE OF PROPOSED TRANSFER. If the OFFERED SECURITIES are not sold within such 60-day period, such OFFERED SECURITIES shall continue to be subject to the requirements of this subparagraph (v).

Massachusetts General Hospital. If HOSPITAL’s ’S ownership of HOSPITAL’s ’S shares shall at any time create a conflict of interest affecting HOSPITAL’s ’S ability to conduct clinical trials, clinical studies, clinical research or clinical validation or if HOSPITAL shall otherwise be required to divest itself of HOSPITAL’s ’S shares due to law or HOSPITAL’s ’S conflict of interest policies, then HOSPITAL shall have the right to elect to sell (“TRANSFER”) the HOSPITAL’s ’S shares to any third party (“PROPOSED TRANSFEREE”TRANSFEREE “) free of any restriction and free of any co-sale rights, tag along rights, of COMPANY or its stockholders or investors provided however the HOSPITAL shall not transfer the HOSPITAL’s shares to a COMPETING ORGANIZATION or to an investor in any COMPETING ORGANIZATION. ORGANIZATION Such third party investor shall agree to execute any and all investment documents binding on the HOSPITAL. Notwithstanding the foregoing, the COMPANY first and then the other stockholders of the COMPANY Company shall have the right of first refusal to purchase such shares at the price offered to such third party by the HOSPITAL Hospital pursuant to the following conditions. HOSPITAL shall first offer to sell to the COMPANY or any Persons designated by the Company as the “Purchaser” hereunder (the COMPANY Company or such designees being referred to as the “DESIGNATED PURCHASER”) the HOSPITAL’s ’S shares that the HOSPITAL desires to sell (the “OFFERED SECURITIES”), at the same price and on the terms identical in all material respects to those terms that the HOSPITAL intends to sell the Offered Securities OFFERED SECURITIES to the PROPOSED TRANSFEREE; provided that the DESIGNATED PURCHASER shall have no right to acquire the OFFERED SECURITIES unless the DESIGNATED PURCHASER acquires all of the OFFERED SECURITIES. If such proposed TRANSFER involves consideration other than cash, any Person having rights under this subparagraph (v) shall have the right to elect to pay, in lieu of such non-cash consideration, cash in an amount equal to the fair market value of such non-cash consideration. Such offer shall be made by a written notice (the “NOTICE of PROPOSED TRANSFER”) delivered to the COMPANY not less than thirty (30) days prior to the PROPOSED TRANSFER. Such NOTICE of PROPOSED TRANSFER shall set forth the identity of the PROPOSED TRANSFEREE, the OFFERED SECURITIES proposed to be sold, the terms and conditions of the proposed sale, including price per share and any other material terms and conditions or material facts relating to the proposed sale. In addition, the HOSPITAL shall provide to the DESIGNATED PURCHASER all such other information relating to the OFFERED SECURITIES, the PROPOSED TRANSFEREE and the proposed sale as the DESIGNATED PURCHASER may reasonably request. If the DESIGNATED PURCHASER does not accept the HOSPITAL’s ’S offer with respect to all of the OFFERED SECURITIES within fifteen (15) days after receipt of the NOTICE of PROPOSED TRANSFER from HOSPITAL, the HOSPITAL shall have the right for a period of sixty (60) days following the sixtieth day after the COMPANY received the NOTICE of PROPOSED TRANSFER from the HOSPITAL, to sell all of the OFFERED SECURITIES, but at not less than the price, and upon terms not more favorable to the PROPOSED TRANSFEREE, than were contained in the NOTICE OF PROPOSED TRANSFER. If the OFFERED SECURITIES are not sold within such 60-day period, such OFFERED SECURITIES shall continue to be subject to the requirements of this subparagraph (v).