Common use of Observation Rights Clause in Contracts

Observation Rights. (a) Provided that (i) the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% of the outstanding Preferred Stock of the Company (on an as-converted basis), and (ii) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend all meetings of the Company’s Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time it provides such materials to the Board of Directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information or for other similar reasons. Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.5. The Company shall not be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directors.

Observation Rights. (a) Provided that (i) The Requisite Consenting Senior Secured Noteholders shall, at their option, designate one individual (the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% of the outstanding Preferred Stock of the Company (on an as-converted basis), and (ii) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMedMTT Observer”) to attend all meetings with the Ministry of Transport and Telecommunications (the “MTT”) that occur on or after the RPSA Effective Date in which (A) the general manager, general counsel or other executive officer (“Executive Representatives”) of Alsacia or Express is present and (B) there is any discussion of any modification of either (1) the Concession Agreement, dated as of December 22, 2011 and effective as of May 1, 2012, between Alsacia and the MTT, as amended from time to time, or (2) the Concession Agreement, dated as of December 22, 2011 and effective as of May 1, 2012, between Express and the MTT, as amended from time to time (collectively, the “Concession Agreements”). Furthermore, on a monthly basis, the Companies shall provide the MTT Observer with a written summary of any discussions with MTT officials relating to or impacting the Concession Agreements or the underlying concessions. The MTT Observer shall provide two (2) days’ prior notice of any and all meetings with the MTT not involving any Executive Representative, and, at the sole discretion of the Company’s Board Companies, any Executive Representative may attend any such meeting relating to the Companies or Concession Agreements. (ii) The MTT Observer shall be reasonably acceptable to the Companies and shall enter into customary confidentiality agreements with each of Directors the Companies, which, for the avoidance of doubt, will permit the MTT Observer to discuss and otherwise communicate with respect to confidential information with (a) any Ad Hoc Group Advisor (provided that, unless otherwise agreed by the Companies, such information shall be “Advisor Eyes Only” except with respect to any Consenting Senior Secured Noteholder described in clause (b)), or (b) any Consenting Senior Secured Noteholder who agrees to be bound by a confidentiality agreement with the Companies in a nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time it provides such materials form reasonably acceptable to the Board of DirectorsCompanies and such Consenting Senior Secured Noteholder; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel provided that such exclusion is reasonably necessary confidentiality agreement shall obligate the Companies to preserve issue a “cleansing letter” or otherwise publicly disclose information for the attorneypurpose of enabling a Consenting Senior Secured Noteholder to Transfer any Senior Secured Notes Claims only in respect of such information as may be mutually agreed among such Consenting Senior Secured Noteholder and the Companies. (iii) The MTT Observer shall receive reasonable compensation for his or her services as such, in an amount to be agreed-client privilegeupon in good faith by the Companies and the Requisite Consenting Senior Secured Noteholders by no later than September 5, to protect confidential proprietary information or for other similar reasons. Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.5. The Company shall not be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directors2014.

Observation Rights. (a) Provided that Each of Suez Capital Partners II, L.P. and Indosuez Capital Co-Invest Partners, L.P. (ithe "Indosuez Observers") shall have the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% of the outstanding Preferred Stock of the Company (on an as-converted basis), and (ii) such Investor (other than Avalon) is not right to appoint a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend (including by means of conference telephone or similar communications equipment by which all persons can hear each other) all meetings of the Company’s Board of Directors Directors, including any committees thereof, in a nonvoting capacitynon-voting observer capacity and, and in connection therewiththis respect, the Company shall give such representatives representative copies of all notices, minutesminutes (including any drafts), consents consents, and other materialsmaterials (including presentations, financial or otherwisestudies, which the Company provides reports, charts, etc.), that it makes available to its Board directors. The Company agrees to comply with the notice provisions specified in the By-laws for notices to be sent to members of Directors at the same time it provides such materials to the Board of Directors; provided, howeverwith respect to notices sent to a representative in respect of any annual or special meeting of the Company's Board of Directors, that the Company including any committees thereof. Each Indosuez Observer to whom this provision applies reserves the right to exclude such remove and replace its representative from access in its sole discretion. In the event any representative is unable or unwilling to attend any material or meeting or portion thereof if of the Company believes upon advice Company's Board of counsel that such exclusion is reasonably necessary to preserve Directors meetings, including any committees thereof, the attorney-client privilege, to protect confidential proprietary information or for other similar reasons. Indosuez Observer may designate a replacement representative. (b) Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, to representative shall hold in confidence and trust and not use or disclose to any third parties any confidential information related to the Company's business, finances, plans, investors and other material non-public information provided to or learned by it them in connection with their rights under this Section 1.6. (c) Each Indosuez Observer and the Company agree that each representative of a Indosuez Observer with the observation rights set forth in this Section 3.5. The Company shall not 1.6 will be responsible for reimbursement given sufficient time by the Chairperson of the Board of Directors to withdraw at the representative's election from observation of or participation in any expenses incurred by such representatives in connection with attending meetings of the Company’s 's Board of Directors' meetings, including any committees thereof, prior to the commencement of any discussion of material non-public information or for any other reason. (d) Notwithstanding any other provisions of this Section 1.6, any obligations and representations of a representative of the Indosuez Observers described in any of Sections 1.6(a)-(c) shall bind such representative to the same obligations as to confidential matters as would apply if the representative were a member of the Board of Directors of the Company (and no greater obligations shall apply).

Observation Rights. At any time Perseus-Xxxxx BioPharmaceutical Fund, LP (a"Perseus-Xxxxx") Provided that and its Affiliates (ias such term is defined in Rule 405 of the Securities Act) are not represented on the respective Investor (other than Avalon Ventures (“Avalon”)) holds Board pursuant to Section 3.7, so long as Perseus-Xxxxx owns at least 325% of the shares of the Series A Preferred Stock acquired by it on the date hereof or 10% of the outstanding Preferred shares of Common Stock of the Company (on an "as-converted basis)," Perseus-Xxxxx shall have the right to (a) appoint a non-voting representative (the "Observer") to attend meetings of the Board, to change the non-voting representative so appointed at any time and, upon the resignation of such representative for any reason, to reappoint such a representative, if and for so long as Perseus-Xxxxx does not have a representative on the Board; (b) make proposals, recommendations and suggestions to the Company's officers and directors relating to the business and affairs of the Company at such reasonable times as may be requested by Perseus-Xxxxx but in no event shall the Company be required to accept such proposals, recommendations or suggestions; (c) discuss the Company's business and affairs with the Company's officers, directors and independent accountants at such reasonable times as may be requested by Perseus-Xxxxx; (d) have access to such other information relating to the affairs of the Company as Perseus-Xxxxx may reasonably request; and (iie) have access to the properties and facilities of the Company at such Investor (other than Avalon) is not a Nonreasonable times as may be requested by Perseus-participating Holder or Non-participating Purchaser (each as defined in the Charter)Xxxxx. In addition, the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) provide Perseus-Xxxxx with a copy of any materials to attend all be distributed or discussed at such meetings of the Company’s Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time it provides such materials as provided to members of the Board of Directors; provided, however, that the Company reserves the right to exclude such representative Board. The Observer may be excluded from access to any material or meeting or portion thereof if and Perseus-Xxxxx may be excluded from access to certain information and the properties and facilities of the Company believes upon advice if and to the extent a majority of counsel the Board reasonably determines in good faith that such exclusion is reasonably necessary Observer's attendance at such meeting or portion thereof or Perseus-Xxxxx'x receipt of such information or access to preserve the properties and facilities of the Company would adversely affect the attorney-client privilegeprivilege between the Company and its counsel, involve a conflict of interest between the Company and Perseus-Xxxxx with respect to protect a material issue for the Company or might violate any requirement of law, contract or confidentiality by which the Company is bound. To the extent the information is non-public, Perseus-Xxxxx covenants and agrees that it will not divulge such confidential proprietary information until such time as such information (1) is or becomes generally available to the public other than as a result of a disclosure by Perseus-Xxxxx or its affiliates or their respective representatives, (2) was within Perseus-Xxxxx'x possession prior to its being furnished to Perseus-Xxxxx by or on behalf of the Company pursuant hereto, provided that the source of such information was not bound by a non-disclosure or confidentiality agreement with respect to such information, or (3) becomes available to Perseus-Xxxxx on a non-confidential basis from a source other than the Company or any of its representatives, provided that such source is not bound by a non-disclosure or confidentiality agreement with the Company with respect to such information or is not otherwise prohibited from transmitting the information to Perseus-Xxxxx. If Perseus-Xxxxx becomes legally obligated to disclose confidential information by any governmental entity with jurisdiction over it or pursuant to any proceeding (by oral questions, interrogations, requests for information or documents, subpoena, civil investigative demand or similar process) (each a "Proceeding"), Perseus-Xxxxx will give the Company prompt written notice to allow the Company to seek a protective order or other similar reasonsappropriate remedy. Each Such notice must include, without limitation, identification of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius the information to be so disclosed and OrbiMed agrees, a copy of the order (to the extent not prohibited in connection with any such Proceeding). Perseus-Xxxxx will disclose only such information as is legally required and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, use commercially reasonable efforts to hold in confidence and trust and not use or disclose obtain confidential treatment for any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.5that is so disclosed. The Company Any such disclosure shall not be responsible for reimbursement in violation of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directorsthis Section 8.1.

Observation Rights. (a) Provided that (i) the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% of the outstanding Preferred Stock of the Company (on an as-converted basis), and (ii) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the The Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune Ventures, Inc. (“MedImmune”), one representative designated by Avalon Ventures (“Avalon”), one representative designated by GeneChem Therapeutics Venture Fund L.P. (“GeneChem”), one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend all meetings of the Company’s Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time it provides such materials to the Board of Directors; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information or for other similar reasons. Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, GeneChem, Radius and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, GeneChem, Radius and OrbiMed will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.5. The Company shall not be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directors.” 3. Section 5.6(c) of the Investor Rights Agreement. Section 5.6(c) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows:

Observation Rights. (a) Provided that (i) the respective Investor (other than Avalon Ventures (“Avalon”)) holds For so long as Temasek and its Affiliates continue to own beneficially at least 3% 441,667 shares of the outstanding Preferred Common Stock of the Company (on an as-converted basisincluding shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and (ii) such Investor (other than Avalon) the like, and Temasek is not a Non-participating Holder or Non-participating Purchaser (each as defined in represented on the Charter)Board of Directors, the Company shall allow one invite a representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) of Temasek to attend all meetings of the Company’s its Board of Directors in a nonvoting capacityobserver capacity and, and in connection therewiththis respect, the Company shall give such representatives representative copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company materials that it provides to its Board of Directors directors at the same time it provides and in the same manner as provided to such materials to the Board of Directorsdirectors; provided, however, that such representative shall agree to hold in confidence all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon Board of Directors reasonably determines in good faith (based on the advice of counsel the Company’s legal counsel) that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting would adversely affect the attorney-client privilegeprivilege between the Company and its counsel or result in disclosure of trade secrets. (b) For so long as Goldman, together with its Affiliates, continues to protect confidential proprietary information own beneficially at least 585,637 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for other similar reasons. Each of GIMV NVall stock splits, Rochedividends, Appositecombinations, MedImmune, Avalon, Radius recapitalizations and OrbiMed agreesthe like, and any representatives Goldman is not represented on the Board of GIMV NVDirectors, Rochethe Company shall invite a representative of Goldman (the “Goldman Observer”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, Appositein this respect, MedImmuneshall give such representative copies of all notices, Avalonminutes, Radius consents and OrbiMed will agreeother materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and, provided further, that the Company reserves the right to withhold any information and trust and not use to exclude such representative from any meeting or disclose any confidential information provided to or learned by it portion thereof if the Board of Directors reasonably determines in connection with good faith (based on the rights set forth in this Section 3.5. The Company shall not be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings advice of the Company’s legal counsel) that access to such information or attendance at such meeting or portion thereof would adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets. (c) For so long as F-Prime, together with its Affiliates, continues to own beneficially at least 621,694 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, and F-Prime is not represented on the Board of Directors, the Company shall invite a representative of F-Prime (the “F-Prime Observer”) 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 at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; 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 the Board of Directors reasonably determines in good faith (based on the advice of the Company’s legal counsel) that access to such information or attendance at such meeting or portion thereof would adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets.

Observation Rights. (a) Provided The Company agrees that for so long as HealthCap III Sidefund KB or its affiliates (icollectively “HealthCap”) the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% owns 269,231 shares of Registrable Securities, HealthCap shall be entitled to designate one individual to act as a non-voting observer of the outstanding Preferred Stock Board of Directors of the Company (on an as-converted basisthe “HealthCap Observer”), and (ii) such Investor (other than Avalon) is . The HealthCap Observer shall not have any right to vote as a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), director of the Company but shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) otherwise be entitled to notice of and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend all meetings of the Company’s Board of Directors in a nonvoting capacityof the Company, and to receive any material distributed to the directors in their capacity as directors of the Company. The Company shall not have any obligation to pay any expenses incurred in connection therewithwith the HealthCap Observer’s attendance at such meetings. (a) The Company agrees that for so long as Alta Partners or its affiliates (collectively “Alta”) owns 326,923 shares of Registrable Securities, Alta shall be entitled to designate one individual to act as a non-voting observer of the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at of the same time it provides such materials Company (the “Alta Observer,” and together with the HealthCap Observer, the “Observers”). The Alta Observer shall not have any right to vote as a director of the Company but shall otherwise be entitled to notice of and to attend all meetings of the Board of Directors; providedDirectors of the Company, howeverand to receive any material distributed to the directors in their capacity as directors of the Company. The Company shall not have any obligation to pay any expenses incurred in connection with the Alta Observer’s attendance at such meetings. (b) The Observers shall be subject to the obligations of confidentiality set forth in Section 7.14 of the Series B Preferred Stock Subscription Agreement pursuant to which they acquired their shares of Series B Preferred Stock of the Company. Notwithstanding Section 2.5(a), that the Company reserves the right not to provide information and to exclude such representative the Observers from access to any material or meeting or portion thereof if delivery of such information or attendance at such meeting would result in a loss of trade secret protection for trade secrets of the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve Company, or would adversely affect the attorney-client privilege, to protect confidential proprietary information or for other similar reasons. Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius privilege between the Company and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.5. The Company shall not be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directorsits counsel.

Observation Rights. (a) Provided Sublicensee agrees that for the period of thirty (30) months from the Effective Date, Sublicensor shall have the right to designate any one (1) individual, which need not be the same individual in each case (the “Representative”), to (i) attend and participate in all meetings of Sublicensee’s Board of Directors (the respective Investor “Board”) in a non-voting, observer capacity, and (ii) receive copies of all notices, agendas, presentations, reports, waivers, minutes, consents and other than Avalon Ventures materials (whether in written, electronic or other form) that Sublicensee provides to its directors at the same time and in the same manner as provided to such directors (collectively, the “AvalonBoard Observation Right”). (b) holds at least 3% Sublicensor, for itself and for the Representative, agrees (i) to hold in confidence all information and materials that either of them may receive, or be given access to, as a consequence of the outstanding Preferred Stock exercise of the Company Board Observation Right (on an as-converted basiscollectively, “Sublicensee Confidential Information”), and (ii) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend all meetings of the Company’s Board of Directors in a nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides disclose any Sublicensee Confidential Information to its Board of Directors at the same time it provides such materials to the Board of Directorsany third party; provided, however, that Sublicensor and the Company reserves Representative may disclose Confidential Information to Sublicensor’s employees, directors and/or officers and Sublicensor’s lawyers, accountants and/or auditors, but only to the right extent any of such persons has a need to know such Sublicensee Confidential Information in connection with either Sublicensor’s ownership interest in Sublicensee or exercise of the Board Observation Right. Sublicensor or the Representative, as applicable, further agrees to instruct such persons on such limited use, and restrictions on disclosure, of such Sublicensee Confidential Information. (c) Sublicensor hereby acknowledges its responsibilities under United States securities laws including, but not limited to, the following: (i) refraining from trading in securities while aware of material non-public information obtained from Sublicensee, and (ii) not providing such information to other persons who purchase or sell any securities of Sublicensee or derivatives thereof. Sublicensor acknowledge this restriction also applies to trading by Affiliates of Sublicensor and affiliates and family members of the Representative and persons and entities that are otherwise subject to such securities laws due to their relationship with Sublicensor and the Representative. So long as Sublicensor and the Representative have rights under this Section 2.10, Sublicensee agrees and shall cause the Representative to agree to abide by the securities trading policies of Sublicensee applicable to outside directors, as in effect from time to time. (d) Sublicensor, for itself and the Representative, agrees that Sublicensee may withhold from Sublicensor and the Representative any information, documents or materials, and exclude such representative the Representative from any portion of any Board meeting, if the Representative’s (1) access to any material such information, documents or meeting materials, or (2) attendance at such portion thereof if the Company believes upon advice of a Board meeting, would: (i) as reasonably determined by counsel that such exclusion is reasonably necessary to preserve Sublicensee, compromise the attorney-client privilegeprivilege that exists between the Board and counsel to Sublicensee; (ii) directly violate a non-disclosure or confidentiality obligation of Sublicensee; (iii) create an actual conflict of interest; provided, however, that no such conflict of interest shall exist other than with respect to protect confidential proprietary information (1) matters directly related to an existing commercial arrangement, or a written proposal for other similar reasons. Each a commercial arrangement, between Sublicensee and Sublicensor or any Affiliate of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed agrees, Sublicensor; (2) current or potential transactions between Sublicensee and any representatives other strategic acquirer other than Sublicensor; or (3) a third party with which Sublicensor has an existing commercial relationship that is directly related to the subject matter to be discussed by the Board. (e) The Board Observation Right will terminate upon the first to occur of GIMV NV(i) the sale of all or substantially all Sublicensee’s assets to an unrelated third party; (ii) upon the closing of any merger or other acquisition involving Sublicensee in which the shares of capital stock of Sublicensee outstanding immediately prior to such merger or acquisition represent less than 50% of the voting equity securities of the surviving corporation or entity immediately after such merger or acquisition; (iii) such time that Sublicensor no longer holds any debt or equity securities of Sublicensee; or (iv) the date that is thirty (30) months from the Effective Date. (f) During the term of this Agreement, RocheSublicensor may designate a representative to receive an annual confidential report, Appositein person or in writing, MedImmunefrom Sublicensee regarding the status of the research, Avalon, Radius development and OrbiMed will agree, to hold in confidence and trust and not use or disclose commercialization of Sublicensed Products. The contents of any confidential information provided to or learned report contemplated by it in connection with the rights set forth in this Section 3.5. The Company shall not 2.9(f) will be responsible for reimbursement of any expenses incurred by such representatives in connection with attending meetings of the Company’s Board of Directorsdeemed to constitute Sublicensee Confidential Information.

Observation Rights. Beginning on the date of this agreement and continuing until the Exercise Date, Frank Boulben (athe "Representxxxxx") Provided that (i) will have the respective Investor (other than Avalon Ventures (“Avalon”)) holds at least 3% of the outstanding Preferred Stock of the Company (on an as-converted basis), right to participate in and (ii) such Investor (other than Avalon) is not a Non-participating Holder or Non-participating Purchaser (each as defined in the Charter), the Company shall allow one representative designated by GIMV NV, one representative designated by Roche Finance Ltd (“Roche”), one representative designated by Apposite, one representative designated by MedImmune, one representative designated by Avalon, one representative designated by Radius Venture Partners III, LLC (“Radius”) and one representative designated by OrbiMed Advisors, LLC (“OrbiMed”) to attend all meetings of the Company’s Board of Directors of the Company in a nonvoting non-voting observer capacity, . Such Representative shall continuously serve in this capacity as permitted herein and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time it provides such materials appoint a substitute representative who is reasonably acceptable to the Board of Directors; providedDirectors only when the Representative is unable to attend meetings. The Company shall provide notice of and other information with respect to such meetings as are delivered to the directors of the Company (including any such information provided in connection with action to be taken by written consent). 4.1 The Representative shall maintain the confidentiality of all financial, howeverconfidential and proprietary information of the Company obtained by him as a result of these rights, and represents and agrees that the information provided to him by the Company reserves the right pursuant to exclude such representative from access these rights shall not be made available to any material competitor or meeting customer of, or portion thereof if vendor to, the Company believes upon advice or any affiliate or associate of counsel that any such exclusion is entity. Upon the Company's request, an agreement providing for nondisclosure of the Company's proprietary information will be executed and signed by the Representative. 4.2 The Company may exclude the Representative from any meetings or portions thereof if, in the good faith determination of a majority of the Board of Directors of the Company, (i) the subject matter to be discussed relates to disputes or negotiations relating to @viso or Vivendi or potential competitors of @viso or Vivendi, or (ii) if attendance by the Representative would reasonably necessary be expected to preserve result in waiver or loss of the attorney-client privilege, privilege or other competitive advantage as reasonably determined by the Company based upon the advice of legal counsel. The Company will use its best efforts to protect confidential proprietary ensure that any withholding of information or for other similar reasons. Each of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed agrees, and any representatives of GIMV NV, Roche, Apposite, MedImmune, Avalon, Radius and OrbiMed will agree, restriction on attendance is strictly limited only to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights extent necessary as set forth in the preceding sentence. 4.3 The rights granted in this Section 3.5. The Company shall 4 may not be responsible for reimbursement assigned or otherwise conveyed by the Representative or by any subsequent transferee of any expenses incurred by such representatives in connection with attending meetings rights without the prior written consent of the Company’s . 4.4 The Company, @viso and each of the Stockholders understand and agree that notwithstanding anything else in this Section 4 to the contrary, Vivendi will have the right to designate @viso's designee on the Company's Board of Directors.