Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Elbrus Investments Pte. Ltd. (“Temasek”), Everblue SQZ 2018 LLC (“Everblue”), Global Health Science Fund II, L.P. (“GHSF”), NanoDimension II, L.P. (“ND”), Polaris Venture Partners VII, L.P. (“Polaris”), CRA Fund II LLC (“CRA”), 20/20 Healthcare Partners (“20/20 Healthcare”), Bridger Healthcare, Ltd (“Bridger”), Artal International SCA (“Invus”) and Illumina Innovation Fund I, L.P. (“Illumina”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees and acknowledges that each of American General Life Insurance Company and American Home Assurance Company (collectively, “American”) together with their respective Affiliates, invests in numerous companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus and Illumina shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus or Illumina, or any of their respective Affiliates, in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus or Illumina, or any of their respective Affiliates, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Elbrus Investments Pte. Ltd. Curative Ventures V LLC (together with its Affiliates) (“TemasekCurative”), Everblue SQZ 2018 LLC Vivo Capital Fund IX, L.P. (together with its Affiliates) (“EverblueVivo”), Global Health Science Fund IIVenrock Healthcare Capital Partners III, L.P. (together with its Affiliates) (“GHSFVenrock”), NanoDimension IIHBM Healthcare Investments (Cayman) Ltd. (together with its Affiliates) (“HBM”), RA Capital Healthcare Fund, L.P. (together with its Affiliates) (“NDRA Capital”), Polaris Venture Partners VIISamsara BioCapital, L.P. (together with its Affiliates) (“PolarisSamsara”), CRA Fund II LLC Xxxxx Brothers Life Sciences, L.P. (together with its Affiliates) (“CRAXxxxx”), 20/20 Healthcare Partners ISTL Holdings Limited (together with its Affiliates) (“20/20 HealthcareISTL”), Bridger HealthcareMW XO Health Innovations Fund, Ltd LP (“Bridger”), Artal International SCA (“InvusMW”) and Illumina each of Wellington Management Company LLP (“Wellington”) and Wellington Biomedical Innovation Fund I, Master Investors (Cayman) I L.P. (“Illumina”), together with their respective Affiliates (whichits affiliates, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), “Wellington Investor”) is a professional investment fundorganization, and as such invests in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees and acknowledges that each of American General Life Insurance Company and American Home Assurance Company (collectively, “American”) together with their respective Affiliates, invests in numerous companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Temasekeach of Curative, AmericanVivo, EverblueVenrock, GHSFHBM, NDRA Capital, PolarisSamsara, CRABaker, 20/20 HealthcareISTL, BridgerMW, Invus Wellington and Illumina the Wellington Investor shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by TemasekCurative, AmericanVivo, EverblueVenrock, GHSFHBM, NDRA Capital, PolarisSamsara, CRABaker, 20/20 HealthcareISTL, BridgerMW, Invus Wellington or Illumina, or any of their respective Affiliates, the Wellington Investor in any entity competitive with the Company, or (iib) actions taken by any partner, officer, employee officer or other representative of TemasekCurative, AmericanVivo, EverblueVenrock, GHSFHBM, NDRA Capital, PolarisSamsara, CRABaker, 20/20 HealthcareISTL, BridgerMW, Invus Wellington or Illumina, or any of their respective Affiliates, the Wellington Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Elbrus Investments Pte. Ltd. Longitude, Optimas Capital Partners Fund LP (together with its Affiliates, “TemasekOptimas”), Everblue SQZ 2018 LLC The Rise Fund Clearthought, L.P. (together with its Affiliates, “EverblueTPG”) RA Capital, Red Tree, RAF, L.P. and/or Redmile Strategic Master Fund, L.P. (together with their Affiliates, “Redmile”), Global Health Science Fund IIand ABG WTT-CERIBELL LIMITED (together with its Affiliates, L.P. (“GHSF”), NanoDimension II, L.P. (“ND”), Polaris Venture Partners VII, L.P. (“Polaris”), CRA Fund II LLC (“CRA”), 20/20 Healthcare Partners (“20/20 Healthcare”), Bridger Healthcare, Ltd (“Bridger”), Artal International SCA (“InvusAlly Bridge”) and Illumina Innovation Fund I, L.P. (“Illumina”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), is a are professional investment fundfunds, and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees and acknowledges that each Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of American General Life Insurance Company and American Home Assurance Company (collectivelya particular enterprise, “American”) together or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with their respective Affiliates, invests in numerous companies, some those of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The ; and the Company hereby agrees that, to the extent permitted under applicable law, TemasekLongitude, AmericanOptimas, EverblueTPG, GHSFRA Capital, NDRed Tree, Polaris, CRA, 20/20 Healthcare, Bridger, Invus Redmile and Illumina Ally Bridge shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by TemasekLongitude, AmericanOptimas, EverblueTPG, GHSFRA Capital, NDRed Tree, Polaris, CRA, 20/20 Healthcare, Bridger, Invus Redmile or Illumina, or any of their respective Affiliates, Ally Bridge in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of TemasekLongitude, AmericanOptimas, EverblueTPG, GHSFRA Capital, NDRed Tree, Polaris, CRA, 20/20 Healthcare, Bridger, Invus Redmile or Illumina, or any of their respective Affiliates, Ally Bridge to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.”

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Elbrus Investments Pte. Ltd. New Enterprise Associates 16, L.P. (together with its affiliates, “TemasekNEA”), Everblue SQZ 2018 Venrock Healthcare Capital Partners III, L.P. and VHCP Co-Investment Holdings III, LLC (together with their affiliates, “EverblueVenrock”), Global Health Science Fund IILAV Foresight Limited (together with its affiliates, “LAV”), Artal International S.C.A. (together with its affiliates, “Invus”), Vivo Panda Fund, L.P. (together with its affiliates, “GHSFVivo”), NanoDimension IIDeerfield Special Situations Fund, L.P. (together with its affiliates, “NDDeerfield”), Polaris Venture Partners VII, L.P. (together with its affiliates, “Polaris”)) and Franklin Advisers, CRA Fund II LLC Inc. (together with its affiliates and managed funds, “CRA”), 20/20 Healthcare Partners (“20/20 Healthcare”), Bridger Healthcare, Ltd (“Bridger”), Artal International SCA (“InvusFranklin”) and Illumina Innovation Fund I, L.P. (“Illumina”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), is a are professional investment fundfunds, and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees and acknowledges that each of American General Life Insurance Company and American Home Assurance Company (collectively, “American”) together with their respective Affiliates, invests in numerous companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, TemasekNEA, AmericanVenrock, EverblueLAV, GHSFInvus, NDVivo, PolarisDeerfield, CRA, 20/20 Healthcare, Bridger, Invus Polaris and Illumina Franklin shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by TemasekNEA, AmericanVenrock, EverblueLAV, GHSFInvus, NDVivo, PolarisDeerfield, CRA, 20/20 Healthcare, Bridger, Invus Polaris or Illumina, or any of their respective Affiliates, Franklin in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of TemasekNEA, AmericanVenrock, EverblueLAV, GHSFInvus, NDVivo, PolarisDeerfield, CRA, 20/20 Healthcare, Bridger, Invus Polaris or Illumina, or any of their respective Affiliates, Franklin to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Nothing in this Agreement shall preclude or create an obligation or duty restricting NEA, Venrock, LAV, Invus, Vivo, Deerfield, Polaris or Franklin, as applicable, from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that (a) each of Elbrus Investments Pte. Ltd. (“Temasek”)Venrock Associates VII, Everblue SQZ 2018 LLC (“Everblue”)L.P., Global Health Science Fund II, L.P. (“GHSF”), NanoDimension II, L.P. (“ND”), Polaris Venture Venrock Partners VII, L.P. (collectively, along with their affiliates, “PolarisVenrock”), CRA Fund Droia Invest II LLC SCSP (together with its affiliates, “CRADroia”), 20/20 Healthcare Partners Lightstone Ventures II, L.P., Lightstone Ventures II (A), L.P. (collectively, along with their affiliates, “20/20 HealthcareLightstone”), Bridger HealthcareNovo (together with their affiliates), Ltd RA Capital Funds (together with their affiliates), Ally Bridge MedAlpha Master Fund L.P. (together with its affiliates, “BridgerAlly Bridge”), Artal International SCA Xxxxx Xxxxxxxxx Global Life Sciences Fund, Xxxxx Xxxxxxxxx Biotech Innovation Master Fund Limited, Xxxxx Xxxxxxxxx Capital Funds plc on behalf of its series Xxxxx Xxxxxxxxx Global Life Sciences Fund and Xxxxx Xxxxxxxxx Horizon Fund - Biotechnology Fund (collectively, along with their affiliates, “InvusJanus”), Xxxxx Brothers Life Sciences, L.P. and 667, L.P. (collectively, along with their affiliates, “Xxxxx Brothers”) and Illumina Innovation Fund ICaaS Opportunity LLC (together with its affiliates, L.P. “CaaS”) (“IlluminaFund Investors”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), is a ) are professional investment fundfunds, and as such invests invest capital in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees ; and acknowledges that each of American General Life Insurance Company and American Home Assurance Company (collectively, b) Celgene Corporation (“AmericanCelgene”) together with their respective Affiliates, invests capital in numerous other companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus Fund Investors and Illumina Celgene shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus a Fund Investor or Illumina, or any of their respective Affiliates, Celgene in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus a Fund Investor or Illumina, or any of their respective Affiliates, Celgene to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors a Fund Investor or Celgene from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or any other agreement (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company or (z) Celgene from a breach of any other agreement with the Company. For the avoidance of doubt, no Fund Investor shall be deemed “a competitor of the Company” for purposes of Subsections 3.1, 3.2 or 4.1.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that each of Elbrus Investments Pte. Ltd. OrbiMed, Access, Xxxxxxxxx, HBM, Samsara, Decheng, Omega, TCG, Enavate, Venrock, the Wellington Investors and Bain (“Temasek”), Everblue SQZ 2018 LLC (“Everblue”), Global Health Science Fund II, L.P. (“GHSF”), NanoDimension II, L.P. (“ND”), Polaris Venture Partners VII, L.P. (“Polaris”), CRA Fund II LLC (“CRA”), 20/20 Healthcare Partners (“20/20 Healthcare”), Bridger Healthcare, Ltd (“Bridger”), Artal International SCA (“Invus”) and Illumina Innovation Fund I, L.P. (“Illumina”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), Affiliates) is a professional investment fund, or a venture investment arm of such Investor (or its Affiliates), and as such (x) reviews the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company, and (y) invests in numerous portfolio companiescompanies and/or has Affiliates, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees and acknowledges Nothing in any of the agreements entered into in connection with the Purchase Agreement shall preclude or in any way restrict OrbiMed, Access, Xxxxxxxxx, HBM, Samsara, Decheng, Omega, TCG, Enavate, Venrock, the Wellington Investors or Xxxx (or their Affiliates) from investing or participating in any particular enterprise, whether or not such enterprise may have products or services that each of American General Life Insurance Company and American Home Assurance Company compete (collectively, “American”) together with their respective Affiliates, invests in numerous companies, some of which or may be deemed competitive to compete) with those of the Company’s business (as currently conducted or as currently propose to be conducted). The , and the Company hereby agrees that, to the extent permitted under applicable law, Temaseknone of OrbiMed, AmericanAccess, EverblueXxxxxxxxx, GHSFHBM, NDSamsara, PolarisDecheng, CRAOmega, 20/20 HealthcareTCG, BridgerEnavate, Invus and Illumina Venrock, the Wellington Investors or Bain (or any of their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or other participation by TemasekOrbiMed, AmericanAccess, EverblueXxxxxxxxx, GHSFHBM, NDSamsara, PolarisDecheng, CRAOmega, 20/20 HealthcareTCG, BridgerEnavate, Invus Venrock, the Wellington Investors or Illumina, Xxxx (or any of their respective Affiliates, ) in any entity or enterprise or the activities of OrbiMed, Access, Xxxxxxxxx, HBM, Samsara, Decheng, Omega, TCG, Enavate, Venrock, the Wellington Investors or Xxxx (or their Affiliates), in each case whether or not competitive with the Company’s business in one or more respects, or (ii) actions taken by any partner, officer, employee officer or other representative of TemasekOrbiMed, AmericanAccess, EverblueAltshuler, GHSFHBM, NDSamsara, PolarisDecheng, CRAOmega, 20/20 HealthcareTCG, BridgerEnavate, Invus Venrock, the Wellington Investors or Illumina, Bain (or any of their respective Affiliates, ) to assist any such competitive companyentity or enterprise, whether or not such action was taken as a member of the board of directors of such competitive company entity or enterprise or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of OrbiMed, Access, Xxxxxxxxx, HBM, Samsara, Decheng, Omega, TCG, Enavate, Venrock, the Wellington Investors or Xxxx (or their Affiliates) from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcareunder Subsection 3.6, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that (a) each of Elbrus Investments Pte. Ltd. (“Temasek”)Venrock Associates VII, Everblue SQZ 2018 LLC (“Everblue”)L.P., Global Health Science Fund II, L.P. (“GHSF”), NanoDimension II, L.P. (“ND”), Polaris Venture Venrock Partners VII, L.P. (collectively, along with their affiliates, “PolarisVenrock”), CRA Fund Droia Invest II LLC SCSP (together with its affiliates, “CRADroia”), 20/20 Healthcare Partners Lightstone Ventures II, L.P., Lightstone Ventures II (A), L.P. (collectively, along with their affiliates, “20/20 HealthcareLightstone”), Bridger HealthcareNovo (together with their affiliates), Ltd RA Capital Funds (together with their affiliates), Ally Bridge MedAlpha Master Fund L.P. (together with its affiliates, “BridgerAlly Bridge”), Artal International SCA Xxxxx Xxxxxxxxx Global Life Sciences Fund, Xxxxx Xxxxxxxxx Biotech Innovation Master Fund Limited, Xxxxx Xxxxxxxxx Capital Funds plc on behalf of its series Xxxxx Xxxxxxxxx Global Life Sciences Fund and Xxxxx Xxxxxxxxx Horizon Fund—Biotechnology Fund (collectively, along with their affiliates, “InvusJanus”), Xxxxx Brothers Life Sciences, L.P. and 667, L.P. (collectively, along with their affiliates, “Xxxxx Brothers”) and Illumina Innovation Fund ICaaS Opportunity LLC (together with its affiliates, L.P. “CaaS”) (“IlluminaFund Investors”), together with their respective Affiliates (which, in the case of CRA, shall include Berkshire Partners LLC and Stockbridge Partners LLC), is a ) are professional investment fundfunds, and as such invests invest capital in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees ; and acknowledges that each of American General Life Insurance Company and American Home Assurance Company (collectively, b) Celgene Corporation (“AmericanCelgene”) together with their respective Affiliates, invests capital in numerous other companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus Fund Investors and Illumina Celgene shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus a Fund Investor or Illumina, or any of their respective Affiliates, Celgene in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Temasek, American, Everblue, GHSF, ND, Polaris, CRA, 20/20 Healthcare, Bridger, Invus a Fund Investor or Illumina, or any of their respective Affiliates, Celgene to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors a Fund Investor or Celgene from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, with a breach of the Management Rights Letter between the Company and Polaris, or with a breach of the Management Rights Letter between the Company and 20/20 Healthcare, or any other agreement (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company or (z) Celgene from a breach of any other agreement with the Company. For the avoidance of doubt, no Fund Investor shall be deemed “a competitor of the Company” for purposes of Subsections 3.1, 3.2 or 4.1.