Common use of Observer Rights Clause in Contracts

Observer Rights. 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 Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (or an equivalent amount of Common Stock issued upon conversion thereof), shall be entitled to have a representative attend all meetings of the Board in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to 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 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 to such representative or if such Investor or its representative is or is affiliated with a Competitor.

Observer Rights. Each As long as any Major Investor together with its affiliates owns not less than fifty percent (50%) 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 (subject to appropriate adjustment for stock splits, stock dividends, combinations it originally purchased or is purchasing under the like) Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall be entitled to have invite a representative of each such Major Investor to attend all meetings of the its 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 directorsdirectors (collectively, “Company Board Materials”); provided, however, that such representative representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information 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 to such representative or a conflict of interest, or if such Major Investor or its representative is or is affiliated with a Competitordirect competitor of the Company.

Observer Rights. Each As long as Xxxx owns not less than twenty-five percent (25%) 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 Series B Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or it is purchasing under the like) Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall be entitled to have invite a representative of Xxxx to attend all meetings of 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 information and materials that it provides to its directors; provided, however, that (i) such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a CompetitorCompetitor of the Company.

Observer Rights. Each The Company shall invite one representative of the Index Holdereach of SVLS, New Leaf HolderMedImmune Ventures, Advent HolderInc., Aisling HolderClarus LifeSciences II, Sofinnova Holder L.P., Advanced Technology Ventures and Amunix, so long it owns at least 1,000,000 shares of Preferred Stock (subject Lightstone Ventures to appropriate adjustment for stock splits, stock dividends, combinations or the like) (or an equivalent amount of Common Stock issued upon conversion thereof), shall be entitled to have a representative attend all meetings of the Board Board, the Company’s scientific advisory board, if any, and other similar advisory boards, if any, 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 directorsdirectors or advisory board members, as applicable, at the same time and in the same manner as provided to such directors or advisory board members; provided, however, that each such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a Competitorcompetitor of the Company.

Observer Rights. Each of the Index HolderSo long as Cove Investors I, New Leaf HolderLLC and Cove Investors II, Advent HolderLLC (collectively, Aisling Holder, Sofinnova Holder and Amunix, so long it “Cove”) collectively owns at least 1,000,000 not less than 1,090,180 shares of Preferred Stock Registrable Securities (subject to appropriate adjustment as adjusted for any stock splitssplit, stock dividendsdividend, combinations combination, or other recapitalization or reclassification effected after the like) (or an equivalent amount of Common Stock issued upon conversion thereofdate hereof), the Company shall be entitled invite one (1) representative of Cove to have a representative attend all meetings of 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; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a CompetitorCompetitor of the Company.

Observer Rights. Each As long as Novartis owns shares of the Index Holderissued and outstanding capital stock of the Company, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and Amunix, so long it owns at least 1,000,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (or an equivalent amount of Common Stock issued upon conversion thereof), Company shall be entitled to have invite a representative of Novartis to attend all meetings of 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 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 and trust and to act in a fiduciary manner with respect to all 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 to such representative secrets, (c) would result in a conflict of interest, or (d) if such Investor or its representative is or is affiliated with a CompetitorCompetitor of the Company.

Observer Rights. Each As long as [_____] owns not less than [_____] percent [(____%)] 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 [Series A] Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or it is purchasing under the like) Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall be entitled to have invite a representative of [_____] to attend all meetings of the its 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 [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 and trust and to act in a fiduciary manner with respect to all 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a Competitor.competitor of the Company.]34

Observer Rights. Each As long as Vida Ventures, LLC and its Affiliates (“Vida Ventures”) owns not less than twenty percent (20%) 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 Series B Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or it is purchasing under the like) Purchase Agreement (or an equivalent amount of Common Stock issued upon the conversion thereof), the Company shall be entitled to have invite a representative of Vida Ventures to attend all meetings of 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 directorsdirectors at the same time and in the same manner as provided to any other member of the Board; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all 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 to such representative or if such Investor or its representative is or is affiliated with a Competitorconflict of interest.

Observer Rights. Each As long as an Investor (together with its Affiliates) owns not less than 4,500,000 shares of the Index HolderSeries C Preferred Stock, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and Amunix, so long it owns at least 1,000,000 shares of Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (or an equivalent amount of Common Stock issued upon conversion thereof), Company shall be entitled to have invite a representative of each Investor to attend all meetings of 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; provided, however, that (i) except with respect to such 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 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a Competitorcompetitor of the Company.

Observer Rights. Each Upon written notice of the Index Holder, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and AmunixInvestor, so long it owns as Investor holds at least 1,000,000 ten percent (10%) of the shares of Preferred Stock the then issued and outstanding Common Shares (subject to appropriate adjustment for any stock splits, stock dividends, combinations or combinations, recapitalizations and the like) (or an equivalent amount and the Investor Director is not a then-current member of Common Stock issued upon conversion thereof)the Board of Directors, the Company shall be entitled to have invite a representative of Investor to attend all meetings of 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 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 and trust and to act in a fiduciary manner with respect to all 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 to such representative or a conflict of interest, or if such Investor or its representative is or is affiliated with a Competitorcompetitor of the Company.