Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Maverick shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Maverick 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. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 5 contracts

Samples: Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.), Investors’ Rights Agreement (Seer, Inc.)

AutoNDA by SimpleDocs

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundFall Line, L.P. Morningside, Continental, and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) S2G are professional investment fundsorganizations, and as such invest 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick Fall Line, Morningside, Continental and S2G shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Fall Line, Morningside, Continental or S2G in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick Fall Line, Morningside, Continental or S2G 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to If the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal Company or any of its Affiliates successors or assignees consolidates with or merges into any other Person and is a Competitor. (c) The not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company hereby agrees and acknowledges that Aju IB assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are professional investment funds, and as such invest contained 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 thatBylaws, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofRestated Certificate, or based uponelsewhere, (i) as the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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 Companycase may be. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 5 contracts

Samples: Contribution and Exchange Agreement (Continental Grain Co), Contribution and Exchange Agreement (Lewis & Clark Ventures I, LP), Contribution and Exchange Agreement (Continental Grain Co)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Novo Holdings A/S, Novartis BioVentures Ltd., New Enterprise Associates 14, L.P., NEA Ventures 2012 Limited Partnership, Correlation Ventures, L.P., Sofinnova Venture Partners IX, L.P., the Clarus Funds, the Tekla Funds (as defined in Section 6.16), Rock Springs Capital Master Fund LP, RA Capital Healthcare Fund, L.P. L.P., Xxxxxxxxx Partners LLC—Series A, Pivotal Alpha Limited, Adage Capital Partners, LP and Maverick Ventures Investment Fund, L.P. HBM Healthcare Investments (Cayman) Ltd. (together with its their affiliates, the MaverickVenture Fund Purchasers”) are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Maverick the Venture Fund Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the Venture Fund Purchasers in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick of, or advisor to, the Venture Fund Purchasers 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. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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 through participation on the Company; providedBoard of Directors, 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 3 contracts

Samples: Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.), Investors’ Rights Agreement (Galera Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. Puretech Health LLC (together with its affiliatesAffiliates, “MaverickPureTech”) are professional investment fundsis a healthcare business, and as such invest 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 that, to the extent permitted under applicable law, Maverick PureTech shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick PureTech in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick PureTech 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal is a ARCH Venture Fund IX, L.P. and ARCH Venture Fund IX Overage, L.P. (together with their Affiliates, “ARCH”) 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 that, to the extent permitted under applicable law, Artal ARCH shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal ARCH in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Artal 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are Pivotal bioVenture Partners (“Pivotal”) is a professional investment fundsfund, and as such invest 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 that, to the extent permitted under applicable law, Aju IB Pivotal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB Pivotal in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Aju IB Pivotal 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (d) The Company hereby agrees and acknowledges that aMoon is a the Fidelity Investors (together with their Affiliates, “Fidelity”) are professional 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 currently proposed propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon Fidelity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon Fidelity in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of aMoon Fidelity 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) Partner Fund Management, L.P. (together with its Affiliates, “PFM”) is a professional investment fund, and asas 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 that, to the extent permitted under applicable law, PFM shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by PFM in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of PFM 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. (f) The Company hereby agrees and acknowledges that Sands Capital Life Sciences Pulse Fund, L.P. (“Sands”) 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 that, to the extent permitted under applicable law, Sands shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sands in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Sands 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. (g) The Company hereby agrees and acknowledges that Eventide Healthcare & Life Sciences Fund (“Eventide”) 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 that, to the extent permitted under applicable law, Eventide shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Eventide in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Eventide 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.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Karuna Therapeutics, Inc.), Investors’ Rights Agreement (Karuna Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. certain of the Investors (together with its affiliates, “Maverick”their Affiliates) are professional investment funds, and as such 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 further acknowledges and agrees that certain of the Investors or the Affiliates of such Investors (each, a “Strategic Investor”) may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products (independently or in cooperation with such third parties) that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. The Company hereby agrees that, to the extent permitted under applicable law, Maverick such Investor shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick such Investor in any entity competitive with the Company Company, or (iib) actions taken by any partner, officer or other representative of Maverick 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 further the Company agrees that the exercise by any Strategic Investor of any rights under any of the financing agreements shall not in any way preclude or restrict such Strategic Investor from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company; provided, however, that none of the foregoing shall not relieve (x) any of the Investors (together with their Affiliates) 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal Nothing herein or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company other financing agreement shall be construed to impose on any Strategic Investor any restriction, duty or (ii) actions taken by any partner, officer obligation other than as expressly set forth herein or other representative of Aju IB 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 Companytherein. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Prevail Therapeutics Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundLongitude, Optimas Capital Partners Fund LP (together with its Affiliates, “Optimas”), The Rise Fund Clearthought, L.P. and Maverick Ventures Investment (together with its Affiliates, “TPG”) RA Capital, Red Tree, RAF, L.P. and/or Redmile Strategic Master Fund, L.P. (together with its affiliatestheir Affiliates, “MaverickRedmile”), and ABG WTT-CERIBELL LIMITED (together with its Affiliates, “Ally Bridge”) are professional investment funds, and as such 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 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, Maverick Longitude, Optimas, TPG, RA Capital, Red Tree, Redmile and Ally Bridge shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Longitude, Optimas, TPG, RA Capital, Red Tree, Redmile or Ally Bridge in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick Longitude, Optimas, TPG, RA Capital, Red Tree, Redmile or 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors each of RA Capital Management, L.P., Viking Global Opportunities Illiquid Investments Sub-Master LP, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Foresite Capital Fund IV, L.P., OrbiMed Private Investments VII, LP, OrbiMed Genesis Master Fund, L.P. L.P., Nextech V Oncology S.C.S., SICAV-SIF, Harvard Management Private Equity Corporation, Boxer Capital, LLC, MVA Investors, LLC, the Janus Investors, Citadel Multi-Strategy Equities Master Fund Ltd. and Maverick Ventures Investment FundVida Ventures, L.P. LLC (together with its affiliates, each of their respect Affiliates) (each a MaverickFund”) are is a professional investment fundsorganization, and as such invest 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 that, to the extent permitted under applicable law, Maverick each Fund (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick any Fund (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick any 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Kinnate Biopharma Inc.), Investors’ Rights Agreement (Kinnate Biopharma Inc.)

Right to Conduct Activities. (a) The Company and each stockholder party hereto hereby agrees agree and acknowledges acknowledge that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. certain of the Investors (together with its affiliates, “Maverick”their Affiliates) are professional investment fundsin the business of venture capital investing, and as such invest in numerous portfolio 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, Maverick no such Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick any such Investor in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundinformation, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to Further, the contrary in this AgreementCompany, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment fundseach Investor, and as each other stockholder party hereto acknowledge and agree that certain of the Investors or the Affiliates of such invest Investors (each, a “Strategic Investor”) may presently have, or may engage in numerous portfolio companiesthe future in, some of which internal development programs, or may be deemed receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with with, the Company’s business (as currently conducted development programs, products or as currently propose to be conducted)services. The Company hereby agrees thatAccordingly, the exercise by such Strategic Investor of any rights under this Agreement or any other agreement related to the extent permitted under applicable lawtransactions contemplated by this Agreement (collectively, Aju IB the “Transaction Agreements”), shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company way preclude or (ii) actions taken by restrict such Strategic Investor from conducting any partnerdevelopment program, officer commercializing any product or other representative of Aju IB to assist service or otherwise engaging in any such competitive companyenterprise, whether or not such action was taken as a member of the board of directors of such competitive company development program, product, service or otherwiseenterprise, 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 competes with the unauthorized disclosure those of the Company’s confidential information obtained pursuant to , so long as such activities do not result in a violation of the confidentiality provisions of this Agreement or (y) any director other Transaction Agreement. Nothing herein or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company other Transaction Agreement shall be construed to impose on such Strategic Investor any restriction, duty or (ii) actions taken by any partner, officer obligation other than as expressly set forth herein or other representative of aMoon 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 Companytherein. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investor Rights Agreement (PROCEPT BioRobotics Corp), Investor Rights Agreement (PROCEPT BioRobotics Corp)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. SVF (together with its affiliates, “Maverick”Affiliates) are professional investment funds, and as such invest invests in numerous portfolio 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, Maverick SVF shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick SVF in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick SVF 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 Investors, including SVF, from liability associated with the unauthorized disclosure of the Company’s confidential information obtained as a director, as an advisor or as an observer pursuant to Section 3.6(c) of this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the CompanyCompany or any person serving as a Board observer pursuant to Section 3.6(c) from any liability associated with his or her confidentiality agreement with the Company or his or her obligations under Section 3.6(c). (b) The Company hereby agrees and acknowledges that Artal is a professional investment fund, and as such the BG Investors (together with its Affiliates) invests in numerous portfolio 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, Artal the BG Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal the BG Investors or any of their Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Artal the BG Investors or any of 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 BG 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such invest GIC (together with its Affiliates) invests in numerous portfolio 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, Aju IB GIC shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB GIC or any of their Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Aju IB GIC or any of 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 GIC 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 CompanyAgreement. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Zymergen Inc.), Investors’ Rights Agreement (Zymergen Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Third Rock Ventures IV, L.P., The Column Group III, LP, The Column Group XXX-X, XX, Xxxxx Xxxxxxx, XX, Xxxxx Xxxxxxx XX, XX, Xxxxxxxx Emerging Technologies Fund III, L.P., Nextech V Oncology S.C.S., SICAV-SIF, Casdin Partners Master Fund, L.P., IST3 Manesse PE LP., Xxxxxxxx Adveq Technology IX S.C.S., Harvard Management Private Equity Corporation, SCubed Capital, LLC, Sobrato Family Holdings, LLC, PH Investments, LLC, Portland RevMed EP, LLC, Portland RevMed PIA, LLC, Fifth Avenue Private Equity 14 LLC, Greylock XIII Limited Partnership, Boxer Capital, LLC and Deerfield Private Design Fund IV, L.P. and Maverick Ventures Investment Deerfield Special Situations Fund, L.P. (together with its affiliatestheir respective Affiliates, the MaverickVC Funds”) are professional investment funds, and as such invest in numerous portfolio companies (including publicly traded 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, Maverick the VC Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the VC Funds in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick the VC Funds 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary Nothing in this AgreementAgreement shall preclude or create an obligation or duty restricting the VC Funds, Artal shall retain its rights under Sections 3.1as applicable, 3.2 and 4.1 from evaluating or purchasing securities, include publicly traded securities, of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB to assist any such competitive companyparticular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which complete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Revolution Medicines, Inc.), Investors’ Rights Agreement (Revolution Medicines, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Brightstar, L.P. New Leaf, SVLS, Viking, and Maverick Ventures Investment Fund, L.P. Redmile (in each case together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsfund, and as such invest 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 that, to the extent permitted under applicable law, Maverick (a) New Leaf shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick New Leaf in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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 and (b) SVLS shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SVLS in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of SVLS 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 and (c) Viking shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Viking in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Viking 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Deciphera Pharmaceuticals, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundAcme, L.P. Decheng, Madrone, Section 32 and Maverick Ventures Investment Fund, L.P. JJDC (together with its affiliates, “Maverick”their respective Affiliates) are professional investment fundsfunds or venture arms of their Affiliates, and as such invest make or hold investments in, or trade in numerous portfolio companiessecurities of, some of which companies that 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, Maverick Acme, Decheng, Madrone, Section 32 and JJDC (together with their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Acme, Decheng, Madrone, Section 32 or JJDC in any entity competitive with the Company Company, or activities of such Affiliates that may be competitive to the Company, or (ii) actions taken by any partner, officer or other representative of Maverick Acme, Decheng, Madrone, Section 32 or JJDC, to assist any such competitive companycompany (including, but not limited to, JJDC’s activities in connection with its Affiliates), 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to The Company acknowledges that Decheng, Acme, Section 32, Madrone and JJDC are in the contrary business of private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this AgreementAgreement shall preclude, Artal shall retain its rights under Sections 3.1create an obligation or duty, 3.2 or in any way restrict Decheng, Madrone, Section 32, Acme and 4.1 of this Agreement regardless of whether Artal JJDC (or any of its Affiliates is their respective Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofparticular enterprise, or based upon, (i) the investment by Aju IB investing or participating in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB to assist any such competitive companyparticular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which compete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Cue Health Inc.), Investors’ Rights Agreement (Cue Health Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. TRV (together with its affiliatesAffiliates), RA Capital (together with its Affiliates), Invus (together with its Affiliates), BVF (together with its Affiliates), Samsara (together with its Affiliates), Catalio (together with its Affiliates), Casdin (together with its Affiliates), Driehaus (together with its Affiliates), Xxxxxxx (together with its Affiliates) and Vertex (together with its Affiliates) (each, an MaverickInvesting Entity”) are professional investment funds, and as such invests in or may hereafter invest in numerous one or more other portfolio companiescompanies (“PortCos”), some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Nothing in this Agreement shall preclude or in any way restrict an Investing Entity 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 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, Maverick no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investing Entity in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Septerna, Inc.), Investors’ Rights Agreement (Septerna, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Deerfield, L.P. Ponoi Capital and Maverick Ventures Investment FundThe Column Group (together, L.P. (“TCG Funds”) and Venrock Funds, together with its their respective affiliates, “Maverick”) are professional investment funds, and as such invest in numerous portfolio 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, Maverick Deerfield, TCG Funds, and Venrock Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Deerfield, TCG Funds, or Venrock Funds, as applicable, in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Maverick Deerfield, TCG Funds, or Venrock Funds, 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 Investors Deerfield, TCG Funds, or Venrock Funds, as applicable, 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary Nothing in this AgreementAgreement shall preclude or create an obligation or duty restricting Deerfield, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofTCG Funds, or based uponVenrock Funds, (i) the investment by Aju IB in any entity competitive with the Company as applicable, from evaluating or (ii) actions taken by any partnerpurchasing securities, officer or other representative including publicly traded securities, of Aju IB to assist any such competitive companya particular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which compete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investor Rights Agreement (Constellation Pharmaceuticals Inc), Investor Rights Agreement (Constellation Pharmaceuticals Inc)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of (i) Casdin Master Partners Fund L.P. (together with its Affiliates, L.P. and Maverick Ventures Investment Fund“Casdin”), (ii) Redmile Biopharma Investments II, L.P. (together with its affiliatesAffiliates, “MaverickRedmile”) are and (iii) Phoenix Venture Partners II LP (together with its Affiliates, “PVP”) is a professional investment fundsorganization, and as such invest 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 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, Maverick Casdin, Redmile and PVP shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Casdin, Redmile or PVP (as applicable), in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick Casdin, Redmile or PVP (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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (AbSci Corp), Investors’ Rights Agreement (AbSci Corp)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. TRV (together with its affiliatesAffiliates), JJDC (together with its Affiliates), ARCH (together with its Affiliates), Cormorant (together with its Affiliates), Sofinnova (together with its Affiliates), GS (together with its Affiliates), Surveyor (together with its Affiliates), each X. Xxxx Price Investor (together with its Affiliates), each Fidelity Investor (together with its Affiliates) and the Capital Group Investor (together with its Affiliates) (each, an MaverickInvesting Entity”) are professional investment funds, and as such invests in or may hereafter invest in numerous one or more other portfolio companiescompanies (“PortCos”), some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Nothing in this Agreement (but subject to the last proviso of this Section 5.8) 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 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, Maverick no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investing Entity in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Rapport Therapeutics, Inc.), Investors’ Rights Agreement (Rapport Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. certain Investors are in the business of venture capital investing (together with its affiliates, MaverickVC Investors”) are professional investment fundsand therefore review the business plans and related proprietary information of many enterprises, including enterprises which may 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 investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company, and as such invest in numerous portfolio companies, some of which may VC Investors shall not be deemed competitive with to be a competitor of the Company due to minority investments or board designation rights in competitors, provided, however, that a representative of a VC Investor who is a member of the Board or who serves as a Board observer of the Company may not also be a member of the Board or serve as a Board observer for a competitor of 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, Maverick its Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investors in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick such 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 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (csignature pages follow) The Company hereby agrees parties are signing this Amended and acknowledges that Aju IB are professional investment funds, and Restated Investors’ Rights Agreement as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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 otherwisedate stated in the introductory clause. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Executive Officer 00 Xxxxxxxx Xx X Xxx Xxxxxx, XX 00000 Attention: Chief Executive Officer The parties are signing this Amended and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any Restated Investors’ Rights Agreement as of the Investors from liability associated with date stated in the unauthorized disclosure introductory clause. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President NEA Ventures 2017, Limited Partnership 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 The parties are signing this Amended and Restated Investors’ Rights Agreement as of the Company’s confidential information obtained pursuant to date stated in the introductory clause. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Counsel New Enterprise Associates 16, L.P. 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 The parties are signing this Amended and Restated Investors’ Rights Agreement or (y) any director or officer as of the Company from any liability associated with his or her fiduciary duties to date stated in the Company. (d) The Company hereby agrees and acknowledges that aMoon is a professional investment fundintroductory clause. By: RiverVest Venture Partners II, and as such invests in numerous portfolio companiesL.P., some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees thatits General Partner By: RiverVest Venture Partners II, to the extent permitted under applicable lawLLC, aMoon shall not be liable to the Company for any claim arising out ofits sole General Partner By: /s/ Xxxx X. XxXxxxx Xxxx XxXxxxx, or based uponPh.D., (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partnerAuthorized Person 000 X. Xxxxxx Road, officer or other representative of aMoon to assist any such competitive companySuite 1850 St. Louis, 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and asMissouri 63105

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundABG-ColdGen Limited, ABG II-ColdGen Limited, ABG WTT-CG Limited, Acorn Bioventures, L.P., Acorn Bioventures 2, L.P., Longitude Venture Partners IV, L.P., Decheng Capital Global Life Sciences Fund IV, L.P., RA Capital Management, L.P., Foresite Capital Fund VI, L.P., BVF Partners L.P. and Maverick Ventures Investment Fund, L.P. Avidity Private Master Fund I LP (together with its affiliatestheir respective Affiliates) (collectively, the MaverickFunds”) are professional investment fundsorganizations, and as such invest in numerous portfolio companiesreview 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 proposed to be conducted). 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, Maverick the Funds (and their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the Funds (or their Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (CG Oncology, Inc.), Investors’ Rights Agreement (CG Oncology, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Surveyor, MPM BioVentures 2014, L.P., Xxxxx, Astellas, Deerfield Healthcare Innovations Fund, L.P. L.P., Xxxxx, Perceptive and Maverick Ventures Investment Fund, L.P. Sphera Global Healthcare Master Fund (together with its their affiliates, the MaverickFunds”) are professional investment fundsfunds that from time to time (a) make or hold investments in, or trade in public securities of companies that are or may become engaged in activities that are competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future and as such invest (b) engage in numerous portfolio companies, some of other activities which may be deemed competitive with the Company’s business (as it is currently conducted or as currently propose to it may be conducted)conducted in the future. The Company hereby agrees that, to the extent permitted under applicable law, Maverick no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick 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 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything Subject to the contrary clauses (x) and (y) above, nothing in this AgreementAgreement shall preclude, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal create an obligation or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofduty, or based upon, (i) the investment by Aju IB in any entity competitive with way restrict the Company Funds from evaluating or (ii) actions taken by any partnerpurchasing securities, officer or other representative including publicly traded securities, of Aju IB to assist any such competitive companya particular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which compete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Oncorus, Inc.), Investors’ Rights Agreement (Oncorus, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundLongitude, Optimas Capital Partners Fund LP (together with its Affiliates, “Optimas”), The Rise Fund Clearthought, L.P. (together with its Affiliates, “TPG”) RA Capital, Red Tree, and Maverick Ventures Investment RAF, L.P. and/or Redmile Strategic Master Fund, L.P. (together with its their affiliates, “MaverickRedmile”) are professional investment funds, and as such 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 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, Maverick Longitude, Optimas, TPG, RA Capital, Red Tree and Redmile shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Longitude, Optimas, TPG, RA Capital, Red Tree or Redmile in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick Longitude, Optimas, TPG, RA Capital, Red Tree or Redmile 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Ceribell, Inc.), Investors’ Rights Agreement (Ceribell, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of the Lead Investors (together with its affiliates, “Maverick”Affiliate funds) are is a professional investment fundsorganization and AbbVie makes similar investments consistent with a professional investment organization, and as such invest 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 Nothing in this Agreement shall preclude or in any way restrict the Lead Investors (or its Affiliate funds) and AbbVie 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, Maverick none of the Lead Investors (or their respective Affiliate funds) and AbbVie shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Lead Investor (or its Affiliate funds) and AbbVie in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Lead Investor (or its Affiliate funds) and AbbVie 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 Lead Investors (or its Affiliate funds) and AbbVie from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 2 contracts

Samples: Investors’ Rights Agreement (Caribou Biosciences, Inc.), Investors’ Rights Agreement (Caribou Biosciences, Inc.)

Right to Conduct Activities. The Company expressly acknowledges and agrees that: (a) The Company hereby agrees the Advent Stockholders and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are professional investment fundseach Advent Director who is an employee of an Advent Stockholder or any Affiliate thereof shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as such invest the Company or its Subsidiaries, including those deemed to be competing with the Company or its Subsidiaries; and (b) in numerous portfolio companies, some the event that an Advent Stockholder or any Advent Director or any of which their respective Affiliates acquires knowledge of a potential transaction or matter that may be deemed competitive with a corporate opportunity for both the Company’s business Company or its Subsidiaries and such Advent Stockholder, Advent Director or any other Person, the Advent Stockholder, Advent Director or Affiliate thereof, as applicable, shall have no duty (as currently conducted contractual or as currently propose otherwise) to be conducted). The Company hereby agrees that, communicate or present such corporate opportunity to the extent permitted under applicable lawCompany or its Subsidiaries, Maverick as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or its Subsidiaries or their respective Affiliates or equityholders for breach of any claim arising out ofduty (contractual or otherwise) by reason of the fact that such Advent Stockholder, Advent Director or Affiliate, as applicable, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or based upon, (i) the investment by Maverick in any entity competitive with does not present such opportunity to the Company or its Subsidiaries, unless, in the case of this clause “(ii) actions taken by any partnerb),” such potential transaction or matter that may be a corporate opportunity is expressly offered or presented to, officer acquired, created or other representative of Maverick to assist any such competitive companydeveloped by, whether or not such action was taken as a member of otherwise comes into the board of directors of such competitive company or otherwisepossession of, 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 an Advent Director in his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal to assist any such competitive company, whether or not such action was taken capacity as a member of the board of directors of such competitive company Director 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 through his or her fiduciary duties services to, or pursuant to a contract with, the Company. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal Company or any of its Affiliates is a Competitor. (c) The Company hereby agrees Subsidiaries; provided, that the Advent Stockholders and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB each Advent Director shall not be liable to the Company for use any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with confidential information of the Company or (ii) actions taken by its Subsidiaries for any partner, officer or other representative of Aju IB 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) purpose in connection with 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 Companyforegoing. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Stockholders Agreement (Fortress Value Acquisition Corp. II)

Right to Conduct Activities. The Capital Stockholders acknowledge and agree that (ai) The Company hereby agrees the Purchaser and acknowledges that Maverick Advisors Fundits respective partners, L.P. affiliates and Maverick Ventures Investment Fund, L.P. (together with affiliates of its affiliates, “Maverick”) are professional investment funds, partners engage in a wide variety of activities and as such invest have investments in numerous portfolio many other companies, some of which may be deemed competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (as currently conducted or as currently propose iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be conducted). The Company hereby agrees that, useful to the extent permitted under applicable lawCompany or its other stockholders (which information may or may not be known by the member or members of the Company’s Board of Directors designated by the Purchaser), Maverick and neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the Purchaser in any entity competitive with to the Company or any of the Capital Stockholders, (ii) actions taken by any partnerofficer, officer director, stockholder or other representative of Maverick the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 3.4 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 CompanyStockholders’ Agreement. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Capital Stock Option Purchase Agreement (Acorn Energy, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Third Rock Ventures IV, L.P. L.P., Atlas Venture Fund X, L.P., GV 2016, L.P., Partners Innovation Fund LLC, Be The Match BioTherapies, LLC and Maverick Ventures Investment FundAccess Industries Holdings LLC (in each case, L.P. (together with its affiliatesAffiliates) (each, an MaverickInvesting Entity”) are professional investment funds, and as such invests in or may hereafter invest in numerous one or more other portfolio companiescompanies (“PortCos”), 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 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, Maverick no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investing Entity in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby acknowledges and agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of Falcon Vision LLC (together with its affiliatesAffiliates), Petrichor (together with its Affiliates), Deerfield (together with its Affiliates) and Alcon (together with its Affiliates) (collectively, the MaverickFund Investors), directly or indirectly, from time to time may (a) make or hold investments in, or trade in securities of, companies that are professional investment fundsor may become engaged in activities that are competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future, and as such invest (b) engage in numerous portfolio companies, some of other activities which may be deemed competitive with the Company’s business (business, as it is currently conducted or as currently propose to it may be conducted)conducted in the future. The Company hereby agrees thatthat none of the Fund Investors, to the extent permitted under applicable lawnor any of their respective Affiliates, Maverick shall not be liable to the Company for any claim arising out of, or based upon, upon any such activities including without limitation (iA) the an investment by Maverick any Fund Investor or their respective Affiliates, directly or indirectly, in any entity competitive with the Company or (iiB) any other actions taken by any Fund Investor or any of their respective Affiliates, or any partner, officer or other representative of Maverick thereof, 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 (1) the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or (y2) on the part of any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal is appointed by 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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 Fund Investor from any liability associated with his or her fiduciary duties to the Company. Notwithstanding anything to The Company acknowledges that in connection with the contrary foregoing activities, the Fund Investors review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this AgreementAgreement shall preclude, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal create an obligation or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofduty, or based upon, (i) the investment by Aju IB in any entity competitive with way restrict the Company Fund Investors from evaluating or (ii) actions taken by purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any partner, officer or other representative of Aju IB to assist any such competitive companyparticular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which compete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Aurion Biotech, Inc.)

AutoNDA by SimpleDocs

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Investor (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsfund, or a venture investment arm of such Investor (or its Affiliates), and as such invest (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 to be conducted). The Nothing in any of the Transaction Agreements (as defined in the Purchase Agreement) shall preclude or in any way restrict any Investor from investing or participating in any particular enterprise, whether or not such enterprise may have products or services that compete (or may be deemed to compete) with those of the Company, and the Company hereby agrees that, to the extent permitted under applicable law, Maverick no Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or other participation by Maverick such Investor in any entity or enterprise or the activities of such Investor’s Affiliates, in each case whether or not competitive with the Company Company’s business in one or more respects, or (ii) actions taken by any partner, officer or other representative of Maverick an Investor 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 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary Nothing in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment fundsthe Transaction Agreements shall preclude, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted create an obligation or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out ofduty, or based upon, (i) the investment by Aju IB in any entity competitive with way restrict any of the Company Investors from evaluating or (ii) actions taken by purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any partner, officer or other representative of Aju IB to assist any such competitive companyparticular enterprise, whether or not such action was taken as a member of the board of directors of such competitive company enterprise has products 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 services which compete with the unauthorized disclosure those 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Werewolf Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundcertain Investors (including, L.P. without limitation, Abingworth, AVI, Longitude, Sofinnova and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”Surveyor) are professional investment fundsfunds (each, together with its Affiliates, a “Professional Investor”), and as such invest in numerous portfolio 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, Maverick such Professional Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Professional Investors in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick such Professional 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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information shall in no way be construed to prohibit or restrict the Professional Investors, the investment advisers to any Professional Investor or such investment advisers’ other investment advisory clients from maintaining, making or considering investments in other companies, or from otherwise operating in the ordinary course of business. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fund, ATSA (as defined in the Purchase Agreement) and as such invests its Affiliates hold interests in numerous portfolio 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, Artal ATSA and its Affiliates shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal ATSA or any of its Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Artal ATSA 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 ATSA or its Affiliates from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Notwithstanding anything to The Company acknowledges that the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 execution of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose access to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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 shall in no way be construed to this Agreement prohibit or (y) any director restrict ATSA, its Affiliates, the investment advisers to ATSA or officer of the Company its Affiliates or such investment advisers’ other investment advisory clients from any liability associated with his maintaining, making or her fiduciary duties to the Company. (d) The Company hereby agrees and acknowledges that aMoon is a professional investment fund, and as such invests considering investments in numerous portfolio other companies, some or from otherwise operating in the ordinary course of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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 Companybusiness. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Vera Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundTakeda, L.P. Redmile, Janus, PFM, EcoR1 and Maverick Ventures Investment Fund, L.P. Hatteras (together with its affiliatestheir respective Affiliates, the MaverickVC Funds”) are professional investment funds, reviews the business plans and as such invest in numerous portfolio companiesrelated 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 that, to the extent permitted under applicable law, Maverick shall the VC Funds will not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the VC Funds in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick the VC Funds 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 of the Company’s confidential information obtained pursuant to this Agreement or Agreement, (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (iiz) actions taken Takeda from its obligations under that certain Collaboration Agreement (and the exhibits thereto) by any partnerand between the Company and Takeda, officer or other representative of Artal dated August 8, 2017 (as amended from time to assist any such competitive companytime, whether or not such action was taken as a member the “Collaboration Agreement”). Notwithstanding the foregoing, this Section 5.6 is subject to the terms and conditions of the board Collaboration Agreement. In the event of directors of such competitive company or otherwiseany conflict between this Section 5.6 and the Collaboration Agreement, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any terms of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Collaboration Agreement or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitorwill prevail. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Shattuck Labs, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors each of Third Rock Ventures IV, L.P., Atlas Venture Fund X, L.P., GV 2016, L.P., Partners Innovation Fund LLC, Be The Match BioTherapies, LLC, Access Industries Holdings LLC, Casdin Partners Master Fund, L.P. LP and Maverick Ventures Investment Fundeach LP Investor (in each case, L.P. (together with its affiliatesAffiliates) and funds advised by Eventide Asset Management (each, collectively, an MaverickInvesting Entity”) are professional investment funds, and as such invests in or may hereafter invest in numerous one or more other portfolio companiescompanies (“PortCos”), 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 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, Maverick no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investing Entity in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Third Rock Ventures Investment FundIII, L.P. (together with its affiliatesAffiliates, “MaverickTRV”) are is a professional investment fundsfund, and as such invest 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 that, to the extent permitted under applicable law, Maverick TRV shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick TRV in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick TRV 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 TRV from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal Xxxxx Healthcare Investments II LP (together with its Affiliates, “CHI”) 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 that, to the extent permitted under applicable law, Artal CHI shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal CHI in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Artal CHI 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 CHI from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB Eventide Gilead Fund and Eventide Healthcare & Life Sciences Fund (together with their Affiliates, “Eventide”) are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB Eventide shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB Eventide in any entity competitive with the Company or (ii) actions taken by any partnerCompany, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and asor

Appears in 1 contract

Samples: Investors’ Rights Agreement (Pliant Therapeutics, Inc.)

Right to Conduct Activities. (a) The Company hereby acknowledges and agrees that (i) the Purchaser and acknowledges that Maverick Advisors Fundits respective partners, L.P. affiliates and Maverick Ventures Investment Fund, L.P. (together with affiliates of its affiliates, “Maverick”) are professional investment funds, partners engage in a wide variety of activities and as such invest have investments in numerous portfolio many other companies, some of which may be deemed competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (as currently conducted or as currently propose iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be conducted). The Company hereby agrees that, useful to the extent permitted under applicable lawCompany or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Purchaser), Maverick and neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the Purchaser in any entity competitive with to the Company or Company, (ii) actions taken by any partner, officer or other representative of Maverick the Purchaser to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 3.4 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 CompanyStockholders’ Agreement. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Acorn Energy, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. the Investors (together with its affiliates, “Maverick”their Affiliates) are professional investment fundsin the business of venture capital and/or private equity investing, review the business plans and related proprietary information of, and as such invest in numerous portfolio companiesin, some of many enterprises, including enterprises which may be deemed competitive have products or services which compete directly or indirectly with those of the Company’s business Company (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick (A) nothing in this Agreement shall preclude or in any way restrict any Investor (or its Affiliates) from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company and (B) each Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything The Company and each Investor acknowledge and agree that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the contrary in transactions contemplated by this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company way preclude or (ii) actions taken by restrict such Investors or their Affiliates from conducting any partnerdevelopment program, officer commercializing any product or other representative of Aju IB to assist service or otherwise engaging in any such competitive companyenterprise, whether or not such action was taken as a member of the board of directors of such competitive company development program, product, service or otherwiseenterprise, 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 competes with the unauthorized disclosure those of the Company’s confidential information obtained pursuant to this Agreement or (y) any director or officer , so long as such activities do not result in a violation of the Company from any liability associated with his or her fiduciary duties to the Companyconfidentiality provisions of this Agreement. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors' Rights Agreement (BioAtla, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. POLAR (together with its affiliates, “Maverick”Affiliates) are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Maverick shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Maverick 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. (b) The Company hereby agrees and acknowledges that Artal 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 and its Subsidiaries’ respective businesses (as currently conducted or as currently propose proposed to be conducted). The As such, the Company hereby agrees that, to the extent permitted under applicable law, Artal POLAR and its Affiliates: (i) may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the business of the Company and its Subsidiaries, and which from time to time compete, directly or indirectly, with the Company and its Subsidiaries and (ii) may in their sole discretion pursue such competing business without disclosure of such competition to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall have any right in or to any such activities as POLAR or any of its Affiliates may take or to receive or share in any income or proceeds derived therefrom, and POLAR and its Affiliates shall not be liable to the Company for or any claim arising out ofof its Subsidiaries in respect of any such activities. Notwithstanding the foregoing, or based upon, (i) the investment by Artal Company and its Subsidiaries do not renounce any right to be offered to participate in any entity competitive with business opportunity offered or presented to a director nominated by POLAR as a direct result of his or her capacity as a director, officer or employee of the Company or (ii) actions taken by any partner, officer or other representative of Artal 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 its Subsidiaries. POLAR shall maintain reasonable policies and processes to mitigate the Investors from liability associated with the unauthorized disclosure risk 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 Confidential Information being used to the Company’s detriment in connection with any such activities. Notwithstanding anything . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and mailed (by first class registered or certified mail, postage prepaid, return receipt requested), sent by hand delivery, express overnight courier service or facsimile or email transmission, or delivered to the contrary applicable party hereto at the address indicated on the signature pages hereof, or at such other address or to the attention of such other person as such party has specified in this Agreementwriting to the other parties hereto. All such notices, Artal requests, demands and other communications shall retain its rights under Sections 3.1be deemed to have been validly served, 3.2 given or delivered (a) upon the earlier of actual receipt and 4.1 two business days after deposit in the United States mail, registered or certified mail, return receipt requested, with proper postage paid, (b) upon receipt of this Agreement regardless of whether Artal transmission, when sent by telecopy, facsimile or any of its Affiliates is a Competitor. email transmission and followed by overnight courier, (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive one business day after deposit 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, Aju IB shall not be liable to the Company for any claim arising out ofa reputable overnight courier with all charges prepaid, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon is a professional investment fundwhen delivered, 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment if hand delivered by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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 Companymessenger. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Shareholder Agreement (Presidio Property Trust, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. each of CRB and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are professional investment funds, GDEV invests and as such invest makes loans in numerous portfolio 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, Maverick neither CRB nor GDEV (to the extent it is a Stockholder party to this Agreement) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment or loan by Maverick CRB or GDEV in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick CRB or GDEV 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 (xa) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yb) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fund, Umbrella 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon Umbrella shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon to assist any such competitive companyUxxxxxxx’s business activities, 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 activities have a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xa) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yb) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Stockholders’ Agreement (Sunlight Financial Holdings Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of CII (together with its affiliatesPermitted CII Transferees), “Maverick”SMC Growth Capital Partners II, LP (together with its Affiliates), North Sound Ventures, LP (together with its Affiliates), Northpond Ventures LP (together with its Affiliates), Ironwood (together with its Affiliates), Perceptive (together with its Affiliates) are and ABG (together with its Affiliates) is a professional investment fundsfund, and as such invest 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 that none of SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall be deemed a Competitor of this Company under this Agreement. The Company hereby further agrees that, to the extent permitted under applicable law, Maverick none of SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick CII, SMC Growth Capital Partners II, LP, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG 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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (IsoPlexis Corp)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Suvretta, L.P. Samsara Caas, the OrbiMed Funds, LAV Funds, Lilly and Maverick Ventures Investment Fund, L.P. Deerfield (together with its affiliates, “Maverick”their respective Affiliates) are is a professional investment fundsorganization or otherwise engages in investment activities in the ordinary course of business, and as such invest 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 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, Maverick none of Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (and their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (or their respective Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Terns Pharmaceuticals, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundXxxxx, L.P. and Maverick Ventures Investment Fundi Ventures, Highland Capital, Foundry Group Next 2018, L.P. (“Foundry Group”) and Greenspring Opportunities V, L.P., Greenspring Opportunities V-D, L.P., Greenspring Global Partners IX-A, L.P. Greenspring Global Partners IX-C, L.P. (collectively, “Greenspring”), the X. Xxxx Price Investors, and Durable (together with its affiliates, “Maverick”their respective Affiliates) are professional investment fundsorganizations, and as such invest 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick neither Xxxxx, i Ventures, Highland Capital, Foundry Group, the X. Xxxx Price Investors, Durable, nor Greenspring (together with their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Xxxxx, i Ventures, Highland Capital, Foundry Group, Greenspring, the X. Xxxx Price Investors, or Durable (or their respective Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick Xxxxx, i Ventures, Highland Capital, Foundry Group, Greenspring, the X. Xxxx Price Investors, or Durable (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 Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Xometry, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundBessemer Venture Partners, L.P. GIM, LEC, X. Xxxx Price and Maverick Ventures Investment Fundthe X. Xxxx Price Investors, L.P. GV, Raging Capital, TCV, TPG, Durable Capital Master Fund LP (together with its affiliates“Durable”), JPMC, Tiger and American Express Travel Related Services Company, Inc. (MaverickAmex) ), and their affiliated advisors and funds, are professional investment managers and/or funds, and as such such, invest in numerous portfolio 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 thatNone of Bessemer Venture Partners, to GIM, LEC, the extent permitted under applicable lawX. Xxxx Price Investors, Maverick GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger, Amex or any of their Affiliates (including affiliated advisors and funds) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Bessemer Venture Partners, GIM, LEC, the X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated funds, in any entity competitive with to the Company Company, or (ii) actions taken by any advisor, sub-advisor, partner, officer or other representative of Maverick Bessemer Venture Partners, GIM, LEC, X. Xxxx Price Investors, GV, Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated advisor or fund, to assist any such competitive company, whether or not such action was taken as a board 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 Agreement, or (y) any director or officer member of the Company Board of Directors from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Toast, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Atlas, L.P. Lilly Ventures Fund I, LLC, Beacon Bioventures Fund IV Limited Partnership, NEA, Amgen and Maverick Ventures Investment FundNovartis (each, L.P. (together with its affiliates, “Maverick”Affiliates) are professional investment funds, and as such invest invests in numerous portfolio 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 parties agree that no Investors or any of their partners, officers or representatives which manage or advise such Investors shall be considered a Competitor of the Company hereby solely as a result of such investment, management or advisory activities for purposes of this Agreement; provided, however, that notwithstanding any other provision of this Agreement, at any time prior to the occurrence of any of the termination events described in clauses (i), (ii) and (iii) of Subsection 5.9, if any Investor knowingly invests in any new portfolio company that, at the time of such initial investment, is a Competitor, such Investor may be deemed to be a Competitor if the Board, after considering the circumstances of such investment, so determines; provided, further, that no Investor may be deemed to be a Competitor solely on the basis of such investment unless such Investor has been provided with a reasonable opportunity to explain to the Board why it believes it should not be considered a Competitor. To facilitate compliance with the foregoing, prior to the occurrence of any of the termination events described in clauses (i), (ii) and (iii) of Subsection 5.9, each Investor shall disclose to the Company any such new investment by such Investor in a new portfolio company that the Investor reasonably believes may be deemed competitive with the Company within thirty (30) days of making such investment, and shall, prior to its purchase of additional shares of Series A Preferred Stock at each Milestone Closing under the Purchase Agreement, certify to the Company that such Investor has complied with its obligations under this Subsection 5.8. The Company agrees thatthat subject to the foregoing, to the extent permitted under applicable law, Maverick none of the Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick any of the Investors in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick any of the 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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (b) The Company hereby agrees and acknowledges that Artal 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such 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 that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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. (d) The Company hereby agrees and acknowledges that aMoon 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of aMoon 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. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Surface Oncology, Inc.)

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of 5AM Ventures, L.P. Avidity, each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Maverick Ventures Investment Fund, L.P. Viridian (together with its affiliates, “Maverick”their respective Affiliates) are is a professional investment fundsorganization, and as such invest 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) (“Other Companies”). 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. The Company hereby agrees that, to the extent permitted under applicable law, Maverick each of 5AM Ventures, Avidity, each Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital and Viridian (and their respective its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick 5AM Ventures, Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or their respective its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick 5AM Ventures, Avidity, any Fidelity Investor, Venrock, Fairmount, Tellus, Tang Capital or Viridian (or their respective 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 nothing contained in this Section 5.9 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. (b) The Company hereby agrees and acknowledges that Artal is a professional investment fundAgreement, 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 that, to the extent permitted under applicable law, Artal shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Artal in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Artal 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. Notwithstanding anything to The Company acknowledges that the contrary in this Agreement, Artal shall retain its rights under Sections 3.1, 3.2 and 4.1 execution of this Agreement regardless of whether Artal or any of its Affiliates is a Competitor. (c) The Company hereby agrees and acknowledges that Aju IB are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose access to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Aju IB shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Aju IB in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Aju IB 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 shall in no way be construed to this Agreement prohibit or (y) any director restrict the Series A Leads or officer of the Company their respective Affiliates from any liability associated with his maintaining, making or her fiduciary duties to the Company. (d) The Company hereby agrees and acknowledges that aMoon is a professional investment fund, and as such invests considering investments 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). The Company hereby agrees that, to the extent permitted under applicable law, aMoon shall not be liable to the Company for any claim arising out ofOther Companies, or based upon, (i) from otherwise operating in the investment by aMoon in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative ordinary course of aMoon 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 Companybusiness. (e) The Company hereby agrees and acknowledges that each Fidelity Investor (as defined below) (together with its Affiliates) is a professional investment fund, and as

Appears in 1 contract

Samples: Investors’ Rights Agreement (Magenta Therapeutics, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!