Common use of Observer Rights Clause in Contracts

Observer Rights. As long as Xxxxxxxxx owns not less than twenty percent (20%) of the shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxxxxxx 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: 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

Observer Rights. As So long as Xxxxxxxxx owns not less than at least twenty percent (20%) of the aggregate shares of Preferred Stock issued pursuant to the Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof)remain outstanding, the Company shall invite a representative designated by the holders of Xxxxxxxxx a majority of the outstanding Series B Preferred Stock to attend all meetings of the its Board 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: ; 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 or a conflict of interest, to such representative or if such Investor or its representative is or is affiliated with a Competitor competitor of the CompanyCompany (provided, that an Investor that is a venture capital or other investment fund shall not be deemed to be affiliated with a competitor solely as a result of its investment in other companies).

Observer Rights. As long as Xxxxxxxxx Xxxxx Xxxxxx owns not less than twenty percent (20%) of the 10,000,000 shares of Series B A Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereofthereof and appropriately adjusted for any stock split, dividend, combination or the like), the Company shall invite a representative of Xxxxxxxxx Xx. Xxxxxx to attend all meetings of the 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: ; 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 or a conflict of interest, to such representative or if such Investor or its representative is or is affiliated with a Competitor direct competitor of the Company.

Observer Rights. As With respect to each of 5AM, venBio, RA Capital, Green Cross Holdings Corporation and Venrock, as long as Xxxxxxxxx owns not less than twenty percent (20%) such Investor is entitled to designate a member of the shares Board of Series B Preferred Stock it is purchasing under Directors pursuant to the Purchase Agreement (or Voting Agreement, such Investor shall be entitled to designate an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxxxxxx individual to attend all meetings of the Board of Directors in a nonvoting observer capacity (each, a “Board Observer”) 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

Observer Rights. As long as Xxxxxxxxx FirstMark Capital I, L.P. (f/k/a FirstMark IV, L.P.) (“FirstMark”) owns not less than twenty at least thirty-three and 1/3 percent (2033-1/3%) of the shares of the Series B Preferred 1 Stock it is purchasing has purchased under the Purchase Agreement Series 1 Agreement, by and among the Company and the purchasers named therein dated July 2009 (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxxxxxx FirstMark to attend all meetings of the its Board of Directors in a nonvoting observer capacity (the “Observer”) 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 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company.

Observer Rights. As For so long as Xxxxxxxxx Buyer owns not less than twenty at least seventy-five percent (2075%) of the shares of Series B Preferred Stock it is purchasing under the Purchase Agreement Shares being purchased hereunder (adjusted for any stock dividends, consolidations or an equivalent amount of Common Stock issued upon conversion thereofsplits with respect to such shares), the Company shall invite a representative of Xxxxxxxxx Buyer 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: ; 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 or a conflict of interest, to such representative or if such Investor Buyer or its representative is a Competitor direct competitor of the Company.

Observer Rights. As long as Xxxxxxxxx an Investor owns not less than twenty percent (20%) of the --------------- 100,000 shares of Series B D Preferred Stock it is purchasing under on the Purchase Agreement date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxxxxxxx such Investor to attend all meetings of the 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: ; 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 or a conflict of interest, to such representative or if such Investor or its representative is a Competitor direct competitor of the Company.

Observer Rights. As long as Xxxxxxxxx owns not less than twenty percent (20%) of the shares of Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the The Company shall invite a representative of Xxxxxxxxx each Investor having a right to designate a member of the Board of Directors pursuant to Sections 1.2(a) and 1.2(b)(ii) of the Voting Agreement to attend all meetings of the 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 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company.