Common use of Observer Rights Clause in Contracts

Observer Rights. As long as any Major Investor together with its affiliates owns not less than fifty percent (50%) of the shares of the Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of each such Major Investor 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 (collectively, “Company Board Materials”); provided, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.

Observer Rights. As long as any Major Investor together with its affiliates owns not less than fifty percent (50%) Each of the Index Holder, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and Amunix, so long it owns at least 1,000,000 shares of the Preferred Stock it originally purchased (subject to appropriate adjustment for stock splits, stock dividends, combinations or is purchasing under the Purchase Agreement like) (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite be entitled to have a representative of each such Major Investor to attend all meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors (collectively, “Company Board Materials”)directors; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, to such representative or if such Major Investor or its representative is or is affiliated with a direct competitor of the CompanyCompetitor.

Observer Rights. As long as any Major Investor together with its affiliates Novartis owns not less than fifty percent (50%) of the shares of the Preferred Stock it originally purchased or is purchasing under issued and outstanding capital stock of the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereofCompany, the Company shall invite a representative of each such Major Investor Novartis to attend all meetings of its the 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 (collectively, “Company Board Materials”)at the same time and in the same manner as provided to such directors; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, 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 has reasonably and unanimously (excluding any member of the Board of Directors who is affiliated with Novartis) determined that access to such information or attendance at such meeting could (a) would upon advice from the Company’s qualified legal counsel, adversely affect the attorney-client privilege between the Company and its counsel or counsel, (b) would result in disclosure of trade secrets or secrets, (c) would result in a conflict of interest, or (d) if such Major Investor or its representative is a direct competitor Competitor of the Company.

Observer Rights. As long as any Major Investor together with its affiliates Xxxx owns not less than fifty twenty-five percent (5025%) of the shares of the Series B Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of each such Major Investor Xxxx to attend all meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other information and materials that it provides to its directors (collectively, “Company Board Materials”)directors; provided, however, that (i) such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, provided further(ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor Competitor of the Company.

Observer Rights. (a) As long as any Major Investor together with Domain Partners VII, L.P. or its affiliates Affiliates (collectively, “Domain”) owns not less than fifty percent 400,000 shares (50%appropriately adjusted for any stock split, dividend, combination or other recapitalization) of the shares of the Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of each such Major Investor Domain, initially Xxxxx Xxxxx, 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, consents and other materials that it provides to its directors (collectively, “Company Board Materials”)directors; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials 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 access to such information or attendance at such meeting could adversely affect the attorney-attorney client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, to such representative or if such Major Investor Domain or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. As Upon written notice of Investor, so long as any Major Investor together with its affiliates owns not less than fifty holds at least ten percent (5010%) of the shares of the Preferred Stock it originally purchased or then issued and outstanding Common Shares (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) and the Investor Director is purchasing under not a then-current member of the Purchase Agreement (or an equivalent amount Board of Common Stock issued upon conversion thereofDirectors, the Company shall invite a representative of each such Major Investor to attend all meetings of its the 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 (collectively, “Company Board Materials”)at the same time and in the same manner as provided to such directors; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.

Observer Rights. As long as any Major Investor together with Vida Ventures, LLC and its affiliates Affiliates (“Vida Ventures”) owns not less than fifty twenty percent (5020%) of the shares of the Series B Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon the conversion thereof), the Company shall invite a representative of each such Major Investor Vida Ventures to attend all meetings of its the 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 (collectively, “Company Board Materials”)at the same time and in the same manner as provided to any other member of the Board; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in the disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.

Observer Rights. As long as any Major an Investor (together with its affiliates Affiliates) owns not less than fifty percent (50%) of the 4,500,000 shares of the Series C Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereofStock, the Company shall invite a representative of each such Major Investor to attend all meetings of its the 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 (collectively, “Company Board Materials”)directors; provided, however, that (i) except with respect to such representatives observer rights held by the Lead Investors, such observer rights shall expire on December 31, 2020 unless extended for additional one-year terms by the approval of the Board of Directors (including a majority of the Preferred Directors) and (ii) such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.

Observer Rights. As long as any Major Investor together with its affiliates [_____] owns not less than fifty [_____] percent [(50____%) )] of the shares of the [Series A] Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of each such Major Investor [_____] 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 (collectively, “Company Board Materials”)[at the same time and in the same manner as provided to such directors]; provided, however, that such representatives representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all Company Board Materials information so provided; and, 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 access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a direct competitor of the Company.Company.]34