Common use of Observation Rights Clause in Contracts

Observation Rights. Each Investor owning (either individually or collectively with its affiliates) not less than 2,000,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and other reclassifications) and each transferee who holds (either individually or collectively with its affiliates) no less than that number of shares of Registrable Securities, shall have the right to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate its representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(y), the term “meeting” shall be deemed to include all “executive sessions” and any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 below). The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting (including a majority of the directors selected by the Investors pursuant to Section 5 below) deem, in their sole discretion, such action necessary to protect the confidential information of the Company.

Observation Rights. (i) Each of (a) Hatteras Venture Partners IV SBIC, L.P. or its Affiliates (“Hatteras”) and (b) the Maryland Venture Fund or its Affiliates ( “MVF”), for so long as such Investor owning (either individually or collectively with its affiliates) not less than 2,000,000 owns at least 435,035 shares of Registrable Securities Series A-2 Preferred Stock (in the case of Hatteras) or 139,211 shares of Series A-2 Preferred Stock (in the case of MVF) (in each case, as adjusted for any stock splits, stock dividends, combinations and combination or other reclassifications) and each transferee who holds (either individually or collectively with its affiliates) no less than that number of shares of Registrable Securitiesreclassification), shall have the right to appoint one nonvoting observer that is not affiliated with a Competitor to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate its one representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(ySubsection 3.3(i), the term “meeting” shall be deemed to include all any “executive sessions” and or any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 below). The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting reasonably conclude based on advice of counsel, that it is necessary to protect the attorney-client privilege of such information. (including ii) Each of Deerfield Healthcare Innovations Fund, L.P. or its Affiliates (“Deerfield”), Clarus Lifesciences III, L.P. or its Affiliates and OrbiMed Private Investments VI, LP or its Affiliates, for so long as such Investor owns at least 170,000 shares of Series B Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combination or other reclassification), shall have the right to appoint one nonvoting observer that is not affiliated with a Competitor to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate one representative to attend such meeting on its behalf) (for purposes of this Subsection 3.3(ii), the term “meeting” shall include any “executive sessions” or any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors selected by the Investors pursuant to Section 5 below) deempresent at such meeting reasonably conclude based on advice of counsel, in their sole discretion, such action that it is necessary to protect the confidential information attorney-client privilege of such information. (iii) Each of AffaMed and CVF 2018, LLC or its Affiliates, for so long as such Investor owns at least 5,100,000 shares of Series C Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combination or other reclassification), shall have the right to appoint one nonvoting observer that is not affiliated with a Competitor to receive notice of all meetings of the CompanyBoard of Directors, to attend any such meeting (or designate one representative to attend such meeting on its behalf) (for purposes of this Subsection 3.3(iii), the term “meeting” shall include any “executive sessions” or any other similar meeting of all or part of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting reasonably conclude based on advice of counsel, that it is necessary to protect the attorney-client privilege of such information. (iv) For so long as Xxxxxx Xxxxx, Ph. D. and his Affiliates owns at least 3,047,212 (as adjusted for any stock splits, stock dividends, combination or other reclassification) shares of Common Stock, he shall have the right to appoint one nonvoting observer that is not affiliated with a Competitor to receive notice of all meetings of the Board of Directors, to attend any such meeting (or designate one representative to attend such meeting on its behalf) (for purposes of this Subsection 3.3(iii), the term “meeting” shall include any “executive sessions” or any other similar meeting of all or part of the Board of Directors). The observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of Directors. The Board of Directors, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting reasonably conclude based on advice of counsel, that it is necessary to protect the attorney-client privilege of such information.

Observation Rights. Each Investor Preferred Member owning (either individually or collectively with its affiliates) not less than 2,000,000 shares of Registrable Securities 1,500,000 Shares (as adjusted for stock share splits, stock dividendsshare distributions, combinations and other reclassifications) and each transferee who holds (either individually or collectively with its affiliates) no less than that number of shares of Registrable SecuritiesShares, shall have the right to receive notice of all meetings of the Board of DirectorsBoard, to attend any such meeting (or designate its one representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(y)6.7, the term “meeting” shall be deemed to include all any “executive sessions” and or any other similar meeting of all or part of the Board of DirectorsBoard). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to the Board of Directors prior to his or her first attendance to his or her first meeting of the Board of DirectorsBoard. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 belowPreferred Directors). The Board of DirectorsBoard, or the members of any committee thereof, as applicable, shall have the right to prevent access by any or all observers to any meeting of the Board of DirectorsBoard, or committee thereof, respectively, or any portion thereof, if a majority of the directors Directors present at such meeting reasonably conclude (including a majority i) based on advice of the directors selected by the Investors pursuant to Section 5 below) deemcounsel, in their sole discretion, such action that it is necessary to protect the attorney-client privilege of such information, (ii) that it is necessary to protect any highly confidential or proprietary information of the Company, or (iii) that a real or potential conflict of interest exists or could exist between the Company and/or any of its existing or potential Affiliates or business partners, and any such observer or the Preferred Member designating such observer or any of their respective Affiliates or business partners with regard to any subject matter to be discussed at such meeting.

Observation Rights. Each Investor owning Upon reasonable advance notice, the Administrative Agent shall be entitled to have one or more observers (either individually the "Observers") attend and participate in all meetings of the board of directors, managing members, managers, general partners, or collectively with its affiliates) not less than 2,000,000 shares other governing authorities of Registrable Securities each Loan Party (as adjusted for stock splits, stock dividends, combinations and other reclassificationsall committees thereof) and its equity owners (each, if it involves more than one person, a "Meeting"). The Observers shall not be entitled to vote on matters presented to or discussed at any Meeting. The Observers shall be timely notified of the time and place of each transferee who holds Meeting, if any, and will be given written notice of all proposed actions to be taken at each Meeting. Each such notice shall describe in reasonable detail the nature and substance of the matters to be discussed and/or voted upon at any such Meeting (either individually or collectively with its affiliates) no less than that number of shares of Registrable Securities, the proposed actions to be taken by written consent without a Meeting). The Observers shall have the right to receive notice of all meetings information provided to any director, manager, managing member, committee member, or general partner, partner, member or other equity owner of the Board Borrower, in addition to copies of Directors, to attend the records of the proceedings or minutes of any such Meeting when provided to the applicable Meeting participants. The Borrower will also furnish or will cause to be furnished to the Administrative Agent a copy of each written consent without a meeting (adopted by the board of directors or designate its representative to attend such meeting on its behalf) as a nonvoting observer and to comment for the record at any such meeting (for purposes of this Section 4.1(y), the term “meeting” shall be deemed to include all “executive sessions” and any other similar meeting of all or part managers of the Board of Directors). Each observer so appointed as provided above shall sign a confidentiality agreement reasonably acceptable to any Loan Party or any committee thereof or the Board of Directors prior to his partners, members or her first attendance to his or her first meeting other equity owners of the Board of Directors. Notwithstanding anything contained herein to the contrary, no observer shall be permitted to attend any meeting of any committee of the Board of Directors without the consent of a majority of the members of such committee (including a majority of the directors selected by the Investors pursuant to Section 5 below). The Board of Directors, or the members of any committee thereofBorrower, as applicable, not later than five (5) days before it is effective. The board of directors or other managers of each Loan Party shall have the right to prevent access by any or all observers to any meeting of the Board of Directors, or committee thereof, respectively, or any portion thereof, if a majority of the directors present at such meeting (including a majority of the directors selected by the Investors pursuant to Section 5 below) deem, in their sole discretion, such action necessary to protect the confidential information of the Companyhold regularly scheduled Meetings quarterly.