Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may be conducted in the future). The Company hereby agrees that, to the extent permitted under applicable law, NEA shall not be liable to the Company for any claim arising out of, or based upon (i) the investment by NEA in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA 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, 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 New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ each of ▇▇▇▇▇▇ ▇▇▇▇, F-Prime and her ARCH (together with their Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA none of ▇▇▇▇▇▇▇▇▇, F-Prime and ARCH shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA any of ▇▇▇▇▇▇▇▇▇, F-Prime and ARCH in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of NEA any of ▇▇▇▇▇▇▇▇▇, F-Prime and ARCH 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, 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 LLC hereby agrees and acknowledges that New Enterprise Associates 14each Investor that is a venture capital fund, Limited Partnership (private equity fund or similar pooled investment vehicle, together with its Affiliates affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ “Fund Investors,” and her Affiliates), each a “NEAFund Investor”) is a are professional venture investment fundfunds, and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the CompanyLLC’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company LLC hereby agrees that, to the extent permitted under applicable law, NEA no Fund Investor shall not be liable to the Company LLC for any claim arising out of, or based upon upon, (i) the investment by NEA such Fund Investor in any entity competitive with the CompanyLLC, or (ii) actions taken by any partner, officer or other representative of NEA such Fund 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 CompanyLLC; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the CompanyLLC’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company LLC from any liability associated with his or her fiduciary duties to the CompanyLLC.

Right to Conduct Activities. The Company hereby agrees and acknowledges that New Enterprise Associates 14, Limited Partnership certain of the Major Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their Affiliates), “NEA”) is a are professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA neither the Major Investors nor any of their Affiliates shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA any Major Investor or any Affiliate of a Major Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA any Major Investor or any Affiliate of a Major 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 Major Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership the Initial Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ their respective Affiliates) and her Affiliates), “NEA”) is a United Sheen are professional venture investment fundfunds or other investment vehicles, 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Initial Investors and United Sheen shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA any of the Initial Investors or United Sheen, as applicable, in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of NEA any of the Initial Investors or United Sheen, as applicable, 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 Initial Investors or United Sheen from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Investors’ Rights Agreement, 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 New Enterprise Associates 14, Limited Partnership each of the Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Investor (or its 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, 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 New Enterprise Associates 14, Limited Partnership certain of the Investors are professional investment organizations (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates“Funds”), “NEA”) is a professional venture investment fund, and as such invests in numerous portfolio companiesreview 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Funds (and their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA the Funds (or their Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA the Funds (or their 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, 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 New Enterprise Associates 14ARCH Venture Fund VIII, Limited Partnership L.P. and ARCH Overage Fund IX, L/P. (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates)their respective affiliates, “NEAARCH”) and is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA ARCH shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA ARCH in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA ARCH 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, 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 New Enterprise Associates 14each of Deep Track Capital, Vida, Pontifax (Israel) VI Limited Partnership Partnership, Pontifax (Cayman) VI Limited Partnership, and TCG Crossover Fund II, L.P. (each, a “Professional Investment Fund”) (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA none of the Professional Investment Funds (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Professional Investment Fund (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Professional Investment Fund (or its 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, 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 and each Investor hereby agrees and acknowledges that New Enterprise Associates 14, Limited Partnership certain Investors (together with including GV 2017 L.P. and its Affiliates (includingand GS) are professional investment funds or are otherwise in the business of investing in, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ financing and her Affiliates), “NEA”) is a professional venture investment fundadvising companies, and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted, as currently proposed to be conducted or as may be conducted in the futurefuture be conducted). The Company and each Investor hereby agrees agree that, to the extent permitted under applicable law, NEA no Investor shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such 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 AgreementAgreement or its confidentiality obligations under any other agreement with the Company, 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 New Enterprise Associates 14, Limited Partnership (certain of the Investors together with its their respective Affiliates (including, for the purposes hereinwithout limitation, Greycroft and ▇▇▇▇ .▇▇▇▇▇▇ and her Affiliates), “NEA”▇▇▇) is a are professional venture investment fundorganizations, and as such invests in numerous portfolio companiesreview 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each such Investor and its Affiliates shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor or its Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Investor or its 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, 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 Beacon Bioventures, OrbiMed and New Enterprise Associates 14Leaf (in each case, Limited Partnership (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their Affiliates), “NEA”) is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA Beacon Bioventures, OrbiMed, New Leaf and any other Investor which is a professional investment fund shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such 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, 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 New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for the purposes hereineach of Alloy, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) Novo is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA neither Alloy, nor ▇▇▇▇▇▇▇ nor Novo shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA Alloy, ▇▇▇▇▇▇▇ or Novo, respectively, in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of NEA Alloy, ▇▇▇▇▇▇▇ or Novo, as applicable, 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, however that the foregoing shall not relieve (x) Alloy, ▇▇▇▇▇▇▇ or Novo or any of the Investors party from liability associated with the unauthorized disclosure willful misuse of the Company’s confidential information obtained pursuant to this AgreementSection 3, or (yii) 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 New Enterprise Associates 14, Limited Partnership NCO (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Nothing in this Agreement shall preclude or in any way restrict NCO or any of the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, NEA NCO (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA NCO (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA NCO (or its 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, 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 New Enterprise Associates 14each of Aisling, Limited Partnership Atlas, Brace, Clarus, Cormorant, Eventide, Leerink, Morningside, Surveyor and SV (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), each a “NEAFund”) is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA no Fund shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Fund or its Affiliates in any entity competitive with the Company, or (ii) actions taken by any Affiliate, partner, officer or other representative of NEA such Fund 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 Funds from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership each Major Investor (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a professional venture investment fund, organization 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA shall not no Major Investor (or its Affiliates) will be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Major Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee, or other representative of NEA such Major Investor (or its 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 will not relieve (x) any of the Investors from liability associated with the unauthorized disclosure or use of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership each Wellington Investor (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each Wellington Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA any Wellington Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA any Wellington Investor (or its 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, 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 New Enterprise Associates 14TRV, Limited Partnership (together with its Affiliates (includingArch, for the purposes hereinGV, ▇▇▇▇ ▇Matrix, ▇▇▇▇▇ Strategic Ventures, LLC, General Catalyst and her a16z (together with their Affiliates)) (each, an “NEAInvesting Entity”) is a professional venture investment fund, and as such invests invest in numerous or may hereafter invest in one or more other portfolio companiescompanies (“PortCos”), some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees thatthat (a) no Investing Entity shall be deemed to be a Competitor of the Company in respect of any investment such Investing Entity makes in any PortCo, and (b) to the extent permitted under applicable law, NEA no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investing Entity in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such Investing Entity 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, 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 New Enterprise Associates 14, Limited Partnership (together with its certain of the Investors and their Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture representatives are investment fundfunds or other institutional investors, 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 proposed to be conducted), and that such Investor may have Affiliated entities that may be deemed competitive with the Company’s business (as currently conducted in the futureor as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA that such Investor shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such 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 CompanyCompany or (iii) the activities of entities Affiliated with such Investor; provided, however, that the foregoing shall not relieve (x) any of the Investors such Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership certain of the Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each such Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Investor (or its 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, 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 NEA and New Enterprise Associates 14, Limited Partnership Leaf (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”their respective affiliates) is are a professional venture investment fundfunds, 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA and New Leaf shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA or New Leaf in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA and New Leaf 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, 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 New Enterprise Associates 14HCI 6D LLC and BGV III, Limited Partnership (together with its L.P., and their Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a are professional venture investment fundorganizations, and as such invests in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises (each a “Professional Investor”), some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA such Professional Investor shall not be liable to the Company for any claim arising out of, or based upon (i) the investment by NEA such Professional Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Professional 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, 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 in any way restrict any Professional Investor from investing or participating in any 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 New Enterprise Associates 14Investors that are professional investment funds (including without limitation ARCH, Limited Partnership (F-Prime, GV and Newpath, together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a professional venture investment fund, 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA such Investors (and their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor (or their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Investor (or 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, 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 New Enterprise Associates 14certain of the Investors, Limited Partnership such Investors’ respective affiliates and the Fidelity Investors are professional investment managers and/or funds (together with its Affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates“Professional Investment Funds”), “NEA”) is a professional venture investment fund, and as such invests such, invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA none of the Professional Investment Funds shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA any of them in any entity competitive with to the Company, or (iib) actions taken by any partner, officer or other representative of NEA any of them 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 (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (yii) 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 New Enterprise Associates 14, Limited Partnership each of LV and NBV (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a professional investment fund, or a venture investment fundarm of its Affiliates, and as such invests in numerous portfolio companiescompanies and has Affiliates, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA none of the Investors shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor in any entity competitive with the CompanyCompany or the activities of such Investor’s Affiliates, or (ii) actions taken by any partner, officer or other representative of NEA the 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, 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 New Enterprise Associates 14Coatue, Limited Partnership Tiger, Bessemer, Lead Edge, Atomico, 11.2 Capital, Insight and Alkeon (together with its Affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEAFund Investors”) is are each a professional venture investment fund, and as such such, invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Fund Investors shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA the Fund Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA the Fund Investors 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 Fund Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership certain Investors (together with its Affiliates their respective Affiliates) are professional investment organizations (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates)such Investors, “NEAFund Investors”) is a professional venture investment fund), 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each Fund Investor (and its respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Fund Investor (and its respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Fund Investor (and its 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, 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 New Enterprise Associates 14, Limited Partnership each Major Investor (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA each Major Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA such Major Investor (or its Affiliates) in any entity competitive with the Company, or (iib) actions taken by any partner, officer officer, employee or other representative of NEA such Major Investor (or its 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 (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (yii) 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 New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for each of the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) Funds is a professional venture investment fund, 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 proposed to be conducted), and that the Funds each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted in the futureor as currently proposed to be conducted). The Company hereby agrees that, to that none of the extent permitted under applicable law, NEA Funds shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such Fund 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 CompanyCompany or (iii) the activities of entities affiliated with such Fund; 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, 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 New Enterprise Associates 14KKR, Limited Partnership Norwest, Vivo, venBio, and 5AM (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a are professional venture investment fundfunds, and as such invests such, invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA KKR, Norwest, Vivo, venBio, and 5AM shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA KKR, Norwest, Vivo, venBio, and 5AM in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA KKR, Norwest, Vivo, venBio, and 5AM 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, 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 New Enterprise Associates 14, Limited Partnership each Major Investor (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA no Major Investor (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA such Major Investor (or its Affiliates) in any entity competitive with the Company, or (iib) actions taken by any partner, officer officer, employee or other representative of NEA such Major Investor (or its 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 (xi) any of the Investors Investor from liability associated with the unauthorized disclosure by such Investor of the Company’s confidential information obtained pursuant to this Agreement, or (yii) 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 New Enterprise Associates 14, Limited Partnership certain of the Investors are professional investment funds (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates“Fund Investors”), “NEA”) is a professional venture investment fund, 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 proposed to be conducted), and that the Fund Investors each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted in the futureor as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA that no Fund Investor shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Fund Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such Fund 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 CompanyCompany or (iii) the activities of entities affiliated with such Fund Investor; provided, however, that the foregoing shall not relieve (x) any of the Fund Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership each Investor (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her respective Affiliates), “NEA”) is a professional venture investment fund, organization and as such reviews the business plans and related proprietary information of many enterprises and invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted conducted) or have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from maintaining, making or considering such investments or participating in any particular enterprise whether or not such enterprise is a competitive company or from otherwise operating in the future)ordinary course of business. The Company hereby agrees that, to the extent permitted under applicable law, NEA such Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA such Investor (or its Affiliates) in any entity competitive with the Companycompany, or (iib) actions taken by any partner, officer or other representative of NEA such Investor (or its 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 Competitor or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (yii) 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 New Enterprise Associates 14each of Orchestra Medical Ventures II, Limited Partnership L.P. (“OMV II”) and Ascent Biomedical Ventures II, L.P. (“ABV II”) (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”their affiliates) is a are professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA OMV II and ABV II shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA OMV II or ABV II in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA OMV II or ABV II 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, 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 New Enterprise Associates 14, Limited Partnership each of Helena and PML (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEAFund Investors”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, NEA the Fund Investors shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA the Fund Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA the Fund Investors to assist any such competitive company, whether or not such action was taken as a member of the board Board of directors 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, 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 New Enterprise Associates 14all Preferred Majority Holders, Limited Partnership RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (together with its Affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEAFunds”) is a are professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Funds shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA the applicable Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA the applicable Fund 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 AgreementAgreement or through participation on the Board of Directors, 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 New Enterprise Associates 14, Limited Partnership each Investor (together with its Affiliates (includingtheir respective Affiliates, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ including affiliated advisers and her Affiliates), “NEA”funds) is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Nothing in this Agreement shall preclude or in any way restrict the Investors from holding, evaluating, selling or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, NEA such Investor shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA such Investor and such Affiliates in any entity competitive with the CompanyCompetitor, or (iib) actions taken by any partner, officer or other representative of NEA such Investor, including affiliated advisers and funds, to assist any such competitive companyCompetitor, whether or not such action was taken as a member of the board of directors of such competitive company Competitor or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (yii) 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 New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ each of HBM and her Affiliates), “NEA”) Wex-Med is a professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA HBM and Wex-Med shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA HBM or Wex-Med, as the case may be, in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, investment advisor or other representative of NEA HBM or Wex-Med, as the case may be, 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) HBM, Wex-Med or any of the Investors party from liability associated with the unauthorized disclosure willful misuse of the Company’s confidential information obtained pursuant to this Agreement, 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 New Enterprise Associates 14, Limited Partnership the Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their Affiliates), “NEA”) is a are professional venture investment fundorganizations, and as such invests in numerous portfolio companiesreview 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Investors and their Affiliates shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA an Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA the Investors (or their 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, 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 New Enterprise Associates 14all Preferred Majority Holders, Limited Partnership RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (together with its Affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEAFunds”) is a are professional venture 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 may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA the Funds shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA the applicable Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA the applicable Fund 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 AgreementAgreement or through participation on the Board of Directors, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. 20.

Right to Conduct Activities. The Company hereby agrees and acknowledges that New Enterprise Associates 14each of EVFI, Limited Partnership (EF III, Seraph, EPQ LFLU, EPQ LCOVD and PVP together with its their respective Affiliates (includingcollectively, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates“Venture Investors”), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA no Venture Investor shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA a Venture Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA a Venture 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 Venture Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, 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. (a) The Company hereby agrees and acknowledges that New Enterprise Associates 14, Limited Partnership each of the Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her their respective Affiliates), “NEA”) is a professional venture investment fund, fund and as such, such invests Investors and their respective Affiliates invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA that the Investors and their respective Affiliates shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor or its Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of NEA such Investor or its 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 or their respective Affiliates from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreementinformation, 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 New Enterprise Associates 14, Limited Partnership each of the Investors (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA an Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA such Investor (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of NEA such Investor (or its 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, 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 New Enterprise Associates 14, Limited Partnership (together with its Affiliates (including, for the purposes herein, ▇▇▇▇▇ ▇▇▇▇▇▇ (and her his Affiliates), “NEA”) is a and EPIQ Capital Group are professional venture investment fundinvestors, 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees that, to the extent permitted under applicable law, NEA neither ▇▇. ▇▇▇▇▇▇ (and his Affiliates) nor EPIQ Capital Group shall not be liable to the Company for any claim arising out of, or based upon upon, (i) the investment by NEA ▇▇. ▇▇▇▇▇▇ or his Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer ▇▇. ▇▇▇▇▇▇ (or other representative of NEA his Affiliates) or EPIQ Capital Group 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 (x1) ▇▇. ▇▇▇▇▇▇, his Affiliates or any of the other Investors from liability associated with the unauthorized disclosure or use of the Company’s confidential information obtained pursuant to this AgreementAgreement or otherwise, or (y2) 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 New Enterprise Associates 14, Limited Partnership TPG (together with its Affiliates (including, for the purposes herein, ▇▇▇▇ ▇▇▇▇▇▇ and her Affiliates), “NEA”Affiliated Parties) is a professional venture 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 may currently propose to be conducted in the futureconducted). The Company hereby agrees thatthat TPG shall not be deemed a competitor of the Company hereunder by virtue of such investments (or service on the Board thereof), and to the extent permitted under applicable law, NEA TPG shall not be liable to the Company for any claim arising out of, or based upon upon, (ia) the investment by NEA TPG in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of NEA TPG 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 (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.