Common use of Observer Rights Clause in Contracts

Observer Rights. (i) For so long as the Founding Investor owns any of the shares of the Preferred Stock, the Company shall invite a representative of the Founding 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 at the same time and in the same manner as provided to such directors, and (ii) for so long as BVF Partners, L.P. (“BVF”) owns any of the shares of the Preferred Stock, the Company shall invite a representative of BVF 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 at the same time and in the same manner as provided to such directors; provided, however, in each case, 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 in each case, 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 the Founding Investor, BVF, or their respective representative is a competitor of the Company.

Observer Rights. Each of (iw) For so long as the Founding Investor owns any of the shares of the Preferred StockThird Rock Ventures II, the Company L.P., (x) Xxxxxxx Healthcare VI, L.P., (y) Bessemer Venture Partners VII L.P., Bessemer Venture Partners VII Institutional L.P. and BVP VII Special Opportunity Fund L.P. and (z) HBM BioCapital II LP, shall invite be entitled to have a representative of the Founding 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 at after the same time and in Company receives prior notice regarding the same manner as provided to such directors, and (ii) for so long as BVF Partners, L.P. (“BVF”) owns any identity of the shares of the Preferred Stockrepresentative to attend such meetings, the Company shall invite a representative of BVF 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 at the same time and in the same manner as provided to such directors; provided, however, in each case, 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 in each case, 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 the Founding Investor, BVF, such Investor or their respective its representative is a competitor of the Company.

Observer Rights. (ia) For so As long as the Founding Investor owns any Point Xxxxxx Venture Fund III, L.P., Point Xxxxxx Venture Fund III (Q.P.), L.P. and their affiliates (together, “Point Xxxxxx”) own at least 50% of the shares of Series B-1 Preferred Stock originally acquired by Point Xxxxxx pursuant to the Preferred StockPurchase Agreement or an equivalent amount of Common Stock issued upon conversion thereof (as appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of the Founding Investor Point Xxxxxx 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 at the same time and in the same manner as provided to such directors, and (ii) for so long as BVF Partners, L.P. (“BVF”) owns any of the shares of the Preferred Stock, the Company shall invite a representative of BVF 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 at the same time and in the same manner as provided to such directors; provided, however, in each case, 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 in each case, 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 the Founding Investor, BVF, such Investor or their respective its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. (i) For so As long as the Founding Investor FirstMark Capital I, L.P. (f/k/a FirstMark IV, L.P.) (“FirstMark”) owns any at least thirty-three and 1/3 percent (33-1/3%) of the shares of the Preferred StockSeries 1 Stock it has purchased under the 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 the Founding Investor FirstMark 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 at (the same time and in the same manner as provided to such directors, and (ii) for so long as BVF Partners, L.P. (“BVFObserver”) owns any of the shares of the Preferred Stock, the Company shall invite a representative of BVF 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 at the same time and in the same manner as provided to such directors; provided, however, in each case, 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 in each case, 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 the Founding Investor, BVF, such Investor or their respective its representative is a competitor of the Company.

Observer Rights. (ia) For so As long as the Founding Investor Vantage Point Venture Partners ("Vantage Point") owns any not less than seventy-five percent (75%) of the shares of the Series C Preferred StockStock it purchased pursuant to the Series C Preferred Stock Purchase Agreement by and among the Company and the Investors listed on Schedule A thereto, dated May 15, 1998 (the "Series C Agreement"), (or an equivalent amount of Common Stock issued upon conversion thereof) and does not have a representative on the Company's Board of Directors, the Company shall invite a representative of the Founding Investor Vantage Point 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 at the same time and in the same manner as provided to such directors, and (ii) for so long as BVF Partners, L.P. (“BVF”) owns any of the shares of the Preferred Stock, the Company shall invite a representative of BVF 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 at the same time and in the same manner as provided to such directors; provided, however, in each case, 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 in each case, 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 the Founding Investor, BVF, such Investor or their respective its representative is a direct competitor of the Company.

Observer Rights. (ia) For so As long as the Founding Investor Perceptive Life Sciences Master Fund Ltd (“Perceptive”) owns any not less than fifty percent (50%) of the shares of the Series B Preferred StockStock it holds as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of the Founding Investor Perceptive to attend all meetings of its Board of Directors in a nonvoting observer capacity andcapacity, in this respect, who 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, and (ii) for so long as BVF Partners, L.P. (“BVF”) owns any of the shares of the Preferred Stock, the Company shall invite a representative of BVF to attend all meetings of its Board of Directors in a nonvoting observer capacity initially be Xxxxxx Xxxxxxxxx-Xxxxxxxx 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, in each case, 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 in each case, 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 the Founding Investor, BVF, such Investor or their respective its representative is a competitor of the Company.