Common use of Observer Rights Clause in Contracts

Observer Rights. (a) So long as a Founder continues to be actively involved in the management of the Company, the Company shall invite a representative of such Founder to attend all meetings of its Board and all subcommittees of the Board, 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. (b) So long as Fidelity Asia Ventures Fund, L.P. and Fidelity Asia Principals Fund, L.P. (together, “Fidelity”) hold any Series B Shares in the Company, the Company shall invite a representative of Fidelity to attend all meetings of the Board, 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. (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in the Company, the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.

Observer Rights. 1.1 The Company grants to the Shareholder the option and right to appoint a representative reasonably acceptable to the Company (athe “Observer”) So long as to attend Board meetings (including telephonic or videoconference meetings and meetings held in executive session) of the Board in a Founder continues non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be actively involved Bound in the management form attached hereto as Exhibit A (the “Acknowledgement”). In no event shall the Observer (i) be deemed to be a member of the CompanyBoard; (ii) without limitation of the obligations expressly set forth in this Agreement or the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders (aside from those set forth herein); or (iii) have the right to propose or offer any motions or resolutions to the Board. The presence of the Observer shall invite not be required for purposes of establishing a quorum. The Observer is permitted to attend any general meeting of the Company as a representative of such Founder the Shareholder with advance written notice to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative Company. 1.2 The Company will provide to the Observer copies of all notices, minutes, consents, consents and other materials (including, for the avoidance of doubt, correspondence) that it provides to its directors Board members (collectively, “Board Materials”), including any draft versions, proposed written consents, and exhibits and annexes to any such materials, at the same time and in the same manner as provided such information is delivered to the Board members. For the avoidance of doubt, any failure to (i) provide notice of any meetings of the Board or Committees thereof, or (ii) provide Board Materials to the Observer, shall not invalidate any proceedings or actions taken by the Board, such matters being governed by the articles of association of the Company and English law. The Company makes no express or implied warranty or representation concerning its Board Materials, Confidential Information or other information supplied to the Observer, including but not limited to the accuracy or completeness of such information. 1.3 Notwithstanding anything herein to the contrary, the Company may exclude the Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliates and its counsel (provided, however, that any such exclusion shall only apply to such directors. portion of such material or meeting which would be required to preserve such privilege); (bii) So long as Fidelity Asia Ventures Fundsuch Board Materials or discussion relates to the Company’s or its affiliates’ relationship, L.P. contractual or otherwise, with the Shareholder or its affiliates or any actual or potential transactions between or involving the Company or its affiliates and Fidelity Asia Principals Fundthe Shareholder or its affiliates; or (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its affiliates is a party or otherwise bound. In addition, L.P. (togetherif the Observer has knowledge of a conflict of interest, “Fidelity”) hold any Series B Shares in or a potential conflict of interest, between the Shareholder or the Observer or their affiliates and the Company or its affiliates, he shall inform the Board or secretary of the Company, the Company shall invite a representative as appropriate, prior to any Board discussion of Fidelity to attend all meetings such matter on becoming aware of the Board, 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 directorsconflict or potential conflict. (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in the Company, the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.

Observer Rights. (a) So For so long as Atlas Venture Fund IX, L.P. or its Affiliates (“Atlas”) is a Founder continues to be actively involved in the management of the CompanyMajor Investor, the Company shall invite a representative of such Founder Atlas (the “Atlas Observer”) to attend all meetings of its Board and all subcommittees of the Board, 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. (b) So For so long as Fidelity Asia Ventures Fund, L.P. and Fidelity Asia Principals Fund, L.P. (together, “Fidelity”) hold any Series B Shares in the CompanyAmgen or its Affiliates is a Major Investor, the Company shall invite a representative of Fidelity Amgen (the “Amgen Observer”) to attend all meetings of the Board, 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. Amgen agrees that any information received by the Amgen Observer will not be shared within Amgen other than (i) with investment, legal, finance, tax, accounting and audit personnel thereof solely for the purpose of monitoring its investment in the Company, including without limitation consideration of any potential follow-on investment; provided that in each such case, the recipient shall only receive such information as is pertinent to permit such party to carry out the permitted purposes hereunder, or (ii) as otherwise approved in advance by the Board of Directors. (c) So For so long as Sequoia Capital China INovartis Institutes for BioMedical Research, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. Inc. or its Affiliates (collectively, “SequoiaNovartis”) hold any Series B Shares in the Companyis a Major Investor, the Company shall invite a representative of Sequoia Novartis who is acceptable to the Company’s Board of Directors, which acceptance shall not be unreasonably withheld (the “Novartis Observer” and together with the Atlas Observer and Amgen Observer, the “Board Observers”) to attend all meetings of the Board, 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. The Novartis Observer shall initially be Xxxxxx Xxxxxx or Xxxxxxxxx Xxxx. Novartis agrees that any information received by the Novartis Observer will not be shared within Novartis other than (i) with investment, legal, finance, tax, accounting and audit personnel thereof solely for the purpose of monitoring its investment in the Company, including without limitation consideration of any potential follow-on investment; provided that in each such case, the recipient shall only receive such information as is pertinent to permit such party to carry out the permitted purposes hereunder, or (ii) as otherwise approved in advance by the Board of Directors. (d) So long as Pacific Growth VenturesThe Board Observers shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to them in accordance with this Subsection 3.3. The Company reserves the right to withhold any information and to exclude a Board Observer from any meeting or portion thereof if, L.P. after consultation with counsel, (“Pacific Growth”1) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, determines in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials good faith that it provides to its directors at the same time and in the same manner as provided access to such directorsinformation or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, (2) the Company determines in good faith that access to such information or attendance at such meeting could result in disclosure of trade secrets or a conflict of interest, or (3) the Board of Directors determines in good faith that a Board Observer or the Investor represented by such Board Observer is a Competitor.

Observer Rights. (a) So long as a Founder continues to be actively involved in the management of the Company, the Company shall invite a representative of such Founder to attend all meetings of its Board and all subcommittees of the Board, 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. . (b) So long as Fidelity Asia Ventures Fund, L.P. and Fidelity Asia Principals Fund, L.P. (together, “Fidelity”) hold any Series B Shares in the Company, the Company shall invite a representative of Fidelity to attend all meetings of the Board, 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. . (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in the Company, the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. . (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.

Observer Rights. The Company covenants and agrees that each of (a) So long as the Founders holding a Founder continues to be actively involved majority in the management interest of the CompanyFounders’ Stock, the Company shall invite (b) ARCH Venture Fund VI, L.P. and its affiliates (“ARCH”), if it does not then have a representative of such Founder on the Board, (c) Polaris Venture Partners V, L.P. and its affiliates (“Polaris”), if it does not then have a representative on the Board, (d) Venrock Associates V, L.P. and its affiliates (“Venrock”), if it does not then have a representative on the Board, (e) OVP Venture Partners VII, L.P. and its affiliates (“OVP”), if it does not then have a representative on the Board, (f) Hospira, Inc. and its affiliates (“Hospira”), (g) Genzyme Corporation and its affiliates (“Genzyme”), (h) Astellas Venture Fund I, L.P. and its affiliates (“Astellas”) and (i) Takeda Ventures, Inc. and its affiliates (“TVI”), shall be entitled to attend designate one observer (each, an “Observer”) who may be present at all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity andincluding any telephonic meetings, in this respect, shall and that the Company will give each such representative Observer copies of all notices, minutes, consents, consents and other materials that it provides related to its directors at such meetings, whether financial or otherwise, by telecopy or by such other means as such notices are delivered to the members of the Board, not later than the earlier of (x) the same time notice is provided or delivered to the Board and (y) 24 hours prior to the time of such proposed meeting; provided, that each such Observer agrees to hold in confidence all information regarding the same manner as Company provided to such directors. Observer acting in such capacity; and provided, further, that any such Observer may be excluded from any meeting or portion thereof and the Company reserves the right to withhold any information from such Observer if the Board of Directors determines in good faith that such withholding of information or exclusion is reasonably necessary (bi) So long as Fidelity Asia Ventures Fundbased upon the advice of the Company’s legal counsel, L.P. to preserve the attorney-client privilege, (ii) in the event the Board of Directors intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between the Company and Fidelity Asia Principals Fundthe Investor(s) represented by such Observer or (iii) to comply with the terms and conditions of confidentiality agreements with third parties. The foregoing observation rights are contingent upon each Observer’s entering into a confidentiality agreement with the Company that is reasonably acceptable to the Company. Such observation rights will terminate (a) with respect to any of ARCH, L.P. (togetherPolaris, “Fidelity”) hold Venrock and OVP, on an entity-by-entity basis, on the date upon which any Series B Shares such entity fails to purchase, in any issuance of New Securities by the Company, the Company shall invite a representative lesser of Fidelity (x) its Pro Rata Portion of such New Securities or (y) $2,000,000 worth of such New Securities; (b) with respect to attend all meetings any of Genzyme and Astellas, on the Boardlater to occur of (i) November 10, 2012 or (ii) on an entity-by-entity basis, the date upon which any such entity fails to purchase, in a nonvoting observer capacity and, in this respect, shall give such representative copies any issuance 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. (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in New Securities by the Company, the Company shall invite a representative lesser of Sequoia (x) its Pro Rata Portion of such New Securities or (y) $2,000,000 worth of such New Securities; (c) with respect to attend all meetings Hospira, on the latest to occur of (i) November 10, 2012, (ii) the Boarddate upon which Hospira fails to purchase, in a nonvoting observer capacity and, in this respect, shall give such representative copies any issuance 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in New Securities by the Company, the Company shall invite a representative lesser of Pacific Growth to attend all meetings (x) its Pro Rata Portion of such New Securities or (y) $2,000,000 worth of such New Securities or (iii) the date upon which Hospira no longer holds shares of capital stock of the BoardCompany representing at least five percent (5%) of the number of outstanding shares of capital stock of the Company, determined on a Fully Diluted Basis; and (d) with respect to TVI, on the later to occur of (i) March 30, 2014 and (ii) the date upon which TVI fails to purchase, in a nonvoting observer capacity andany issuance of New Securities by the Company, in the lesser of (x) its Pro Rata Portion of such New Securities or (y) $2,000,000 worth of such New Securities. For purposes of this respectSection 3.9, “Fully Diluted Basis” shall mean, as of the date of determination, the sum of all outstanding shares of the Company’s Common Stock, assuming the conversion, exercise or exchange of all convertible securities, preferred stock and all rights, options or warrants to subscribe for, purchase or otherwise acquire equity securities of the Company, where, for purposes of such determination, the maximum number of shares of the Company’s Common Stock issuable upon the exercise, conversion or exchange of all such securities, shall give such representative copies of all notices, minutes, consents, and other materials that it provides be deemed to its directors at the same time and in the same manner as provided to such directorsbe outstanding.

Observer Rights. 1.1 The Company grants to the Shareholder the option and right to appoint a representative reasonably acceptable to the Company (athe “Observer”) So long as to attend Board meetings (including telephonic or videoconference meetings and meetings held in executive session) of the Board in a Founder continues non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be actively involved Bound in the management form attached hereto as Exhibit A (the “Acknowledgement”). In no event shall the Observer (i) be deemed to be a member of the CompanyBoard; (ii) without limitation of the obligations expressly set forth in this Agreement or the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders (aside from those set forth herein); or (iii) have the right to propose or offer any motions or resolutions to the Board. The presence of the Observer shall invite not be required for purposes of establishing a quorum. The Observer is permitted to attend any general meeting of the Company as a representative of such Founder the Shareholder with advance written notice to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative Company. 1.2 The Company will provide to the Observer copies of all notices, minutes, consents, consents and other materials (including, for the avoidance of doubt, correspondence) that it provides to its directors Board members (collectively, “Board Materials”), including any draft versions, any written resolutions, and all exhibits and annexes to any such materials, at the same time and in the same manner as provided such information is delivered to the Board members. For the avoidance of doubt, any failure to (i) provide notice of any meetings of the Board or committees thereof, or (ii) provide Board Materials to the Observer, shall not invalidate any proceedings or actions taken by the Board, such matters being governed by the articles of association of the Company and English law. The Company makes no express or implied warranty or representation concerning its Board Materials, Confidential Information (as defined in Section 4.2) or other information supplied to the Observer, including but not limited to the accuracy or completeness of such information. 1.3 Notwithstanding anything herein to the contrary, the Company may exclude the Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliates and its counsel (provided, however, that any such exclusion shall only apply to such directors. portion of such material or meeting which would be required to preserve such privilege); (bii) So long as Fidelity Asia Ventures Fundsuch Board Materials or discussion relates to the Company’s or its affiliates’ relationship, L.P. contractual or otherwise, with the Shareholder or its affiliates or any actual or potential transactions between or involving the Company or its affiliates and Fidelity Asia Principals Fundthe Shareholder or its affiliates; or (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its affiliates is a party or otherwise bound. In addition, L.P. (togetherif the Observer has knowledge of a conflict of interest, “Fidelity”) hold any Series B Shares in or a potential conflict of interest, between the Shareholder or the Observer or their affiliates and the Company or its affiliates, he shall inform the Board or secretary of the Company, the Company shall invite a representative as appropriate, prior to any Board discussion of Fidelity to attend all meetings such matter on becoming aware of the Board, 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 directorsconflict or potential conflict. (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in the Company, the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.

Observer Rights. 1.1 The Company grants to the Shareholder the option and right to appoint a representative reasonably acceptable to the Company (athe “Observer”) So long as to attend Board meetings (including telephonic or videoconference meetings and meetings held in executive session) of the Board in a Founder continues non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be actively involved Bound in the management form attached hereto as Exhibit A (the “Acknowledgement”). In no event shall the Observer (i) be deemed to be a member of the CompanyBoard; (ii) without limitation of the obligations expressly set forth in this Agreement or the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders (aside from those set forth herein); or (iii) have the right to propose or offer any motions or resolutions to the Board. The presence of the Observer shall invite not be required for purposes of establishing a quorum. The Observer is permitted to attend any general meeting of the Company as a representative of such Founder the Shareholder with advance written notice to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative Company. 1.2 The Company will provide to the Observer copies of all notices, minutes, consents, consents and other materials (including, for the avoidance of doubt, correspondence) that it provides to its directors Board members (collectively, “Board Materials”), including any draft versions, any written resolutions, and all exhibits and annexes to any such materials, at the same time and in the same manner as provided such information is delivered to the Board members. For the avoidance of doubt, any failure to (i) provide notice of any meetings of the Board or committees thereof, or (ii) provide Board Materials to the Observer, shall not invalidate any proceedings or actions taken by the Board, such matters being governed by the articles of association of the Company and English law. The Company makes no express or implied warranty or representation concerning its Board Materials, Confidential Information or other information supplied to the Observer, including but not limited to the accuracy or completeness of such information. 1.3 Notwithstanding anything herein to the contrary, the Company may exclude the Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliates and its counsel (provided, however, that any such exclusion shall only apply to such directors. portion of such material or meeting which would be required to preserve such privilege); (bii) So long as Fidelity Asia Ventures Fundsuch Board Materials or discussion relates to the Company's or its affiliates' relationship, L.P. contractual or otherwise, with the Shareholder or its affiliates or any actual or potential transactions between or involving the Company or its affiliates and Fidelity Asia Principals Fundthe Shareholder or its affiliates; or (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its affiliates is a party or otherwise bound. In addition, L.P. (togetherif the Observer has knowledge of a conflict of interest, “Fidelity”) hold any Series B Shares in or a potential conflict of interest, between the Shareholder or the Observer or their affiliates and the Company or its affiliates, he shall inform the Board or secretary of the Company, the Company shall invite a representative as appropriate, prior to any Board discussion of Fidelity to attend all meetings such matter on becoming aware of the Board, 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 directorsconflict or potential conflict . (c) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in the Company, the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.

Observer Rights. The Company covenants and agrees that each of (a) So long as the Founders holding a Founder continues to be actively involved majority in the management interest of the CompanyFounders’ Stock, the Company shall invite (b) ARCH Venture Fund VI, L.P. and its affiliates (“ARCH”), if it does not then have a representative of such Founder on the Board, (c) Polaris Venture Partners V, L.P. and its affiliates (“Polaris”), if it does not then have a representative on the Board, (d) Venrock Associates V, L.P. and its affiliates (“Venrock”), if it does not then have a representative on the Board, (e) OVP Venture Partners VII, L.P. and its affiliates (“OVP”), if it does not then have a representative on the Board, (f) Hospira, Inc. and its affiliates (“Hospira”), (g) Genzyme Corporation and its affiliates (“Genzyme”), (h) Astellas Venture Fund I, L.P. and its affiliates (“Astellas”) and (i) Takeda Ventures, Inc. and its affiliates (“TVI”), shall be entitled to attend designate one observer (each, an “Observer”) who may be present at all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity andincluding any telephonic meetings, in this respect, shall and that the Company will give each such representative Observer copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided related to such directors. (b) So long meetings, whether financial or otherwise, by telecopy or by such other means as Fidelity Asia Ventures Fund, L.P. and Fidelity Asia Principals Fund, L.P. (together, “Fidelity”) hold any Series B Shares in such notices are delivered to the Company, the Company shall invite a representative of Fidelity to attend all meetings members of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative copies not later than the earlier of all notices, minutes, consents, and other materials that it provides to its directors at (x) the same time notice is provided or delivered to the Board and (y) 24 hours prior to the time of such proposed meeting; provided, that each such Observer agrees to hold in confidence all information regarding the same manner as Company provided to such directors. Observer acting in such capacity; and provided, further, that any such Observer may be excluded from any meeting or portion thereof and the Company reserves the right to withhold any information from such Observer if the Board of Directors determines in good faith that such withholding of information or exclusion is reasonably necessary (ci) So long as Sequoia Capital China Ibased upon the advice of the Company’s legal counsel, L.P.to preserve the attorney-client privilege, Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”ii) hold any Series B Shares in the Company, event the Board of Directors intends to discuss or vote upon any circumstances or matters where there is a material actual or material potential conflict of interest between the Company shall invite a representative of Sequoia to attend all meetings of the Board, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.the

Observer Rights. 1.1 The Company grants to the Shareholder the option and right to appoint a representative reasonably acceptable to the Company (athe “Observer”) So long as to attend Board meetings (including telephonic or videoconference meetings and meetings held in executive session) of the Board in a Founder continues non-voting, observer capacity; provided that any such representative shall have executed and delivered to the Company a copy of the Acknowledgement and Agreement to be actively involved Bound in the management form attached hereto as Exhibit A (the “Acknowledgement”). In no event shall the Observer (i) be deemed to be a member of the CompanyBoard; (ii) without limitation of the obligations expressly set forth in this Agreement or the Acknowledgement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or its shareholders (aside from those set forth herein); or (iii) have the right to propose or offer any motions or resolutions to the Board. The presence of the Observer shall invite not be required for purposes of establishing a quorum. The Observer is permitted to attend any general meeting of the Company as a representative of such Founder the Shareholder with advance written notice to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative Company. 1.2 The Company will provide to the Observer copies of all notices, minutes, consents, consents and other materials (including, for the avoidance of doubt, correspondence) that it provides to its directors Board members (collectively, “Board Materials”), including any draft versions, any written resolutions, and all exhibits and annexes to any such materials, at the same time and in the same manner as provided such information is delivered to the Board members. For the avoidance of doubt, any failure to (i) provide notice of any meetings of the Board or committees thereof, or (ii) provide Board Materials to the Observer, shall not invalidate any proceedings or actions taken by the Board, such directorsmatters being governed by the articles of association of the Company and English law. The Company makes no express or implied warranty or representation concerning its Board Materials, Confidential Information (as defined in Section 4.2) or other information supplied to the Observer, including but not limited to the accuracy or completeness of such information. (b) So long as Fidelity Asia Ventures Fund, L.P. and Fidelity Asia Principals Fund, L.P. (together, “Fidelity”) hold any Series B Shares in 1.3 Notwithstanding anything herein to the Companycontrary, the Company may exclude the Observer from access to any Board Materials, meeting or portion thereof if the Board concludes, acting in good faith, that (i) such exclusion is reasonably necessary to preserve the attorney-client or work product privilege between the Company or its affiliates and its counsel (provided, however, that any such exclusion shall invite a representative of Fidelity to attend all meetings of the Board, 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 only apply to such directors. portion of such material or meeting which would be required to preserve such privilege); (cii) So long as Sequoia Capital China I, L.P., Sequoia Capital China Partners Fund I, L.P. and Sequoia Capital China Principals Fund I, L.P. (collectively, “Sequoia”) hold any Series B Shares in such Board Materials or discussion relates to the Company’s or its affiliates’ relationship, the Company shall invite a representative of Sequoia to attend all meetings of the Boardcontractual or otherwise, 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. (d) So long as Pacific Growth Ventures, L.P. (“Pacific Growth”) holds any Series C-1 Shares in the Company, the Company shall invite a representative of Pacific Growth to attend all meetings of the Board, 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.with the