Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The LLC hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLC’s business (as currently conducted or as currently proposed to be conducted). The LLC hereby agrees that, to the extent permitted under applicable law, no Fund Investor shall be liable to the LLC for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLC, or (ii) actions taken by any partner, officer or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLC; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLC’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC from any liability associated with his or her fiduciary duties to the LLC.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundNew Enterprise Associates 14, private equity fund or similar pooled investment vehicle, Limited Partnership (together with its affiliates Affiliates (collectivelyincluding, for the purposes herein, Xxxx Xxxxxx and her Affiliates), “Fund Investors,” and each a “Fund InvestorNEA”) are is a professional venture investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to may be conductedconducted in the future). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor NEA shall not be liable to the LLC Company for any claim arising out of, or based upon, upon (i) the investment by such Fund Investor NEA in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor NEA to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, the Initial Investors (together with its affiliates (collectively, the “Fund Investors,” their respective Affiliates) and each a “Fund Investor”) United Sheen are professional investment fundsfunds or other investment vehicles, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor the Initial Investors and United Sheen shall not be liable to the LLC Company for any claim arising out of, or based upon, (ia) the investment by such Fund Investor any of the Initial Investors or United Sheen, as applicable, in any entity competitive with the LLCCompany, or (iib) actions taken by any partner, officer or other representative of such Fund Investor any of the Initial Investors or United Sheen, as applicable, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Initial Investors or United Sheen from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Investors’ Rights Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company and each Investor hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with certain Investors (including GV 2017 L.P. and its affiliates (collectively, the “Fund Investors,” Affiliates and each a “Fund Investor”GS) are professional investment fundsfunds or are otherwise in the business of investing in, financing and advising companies, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or conducted, as currently proposed to be conducted or as may in the future be conducted). The LLC Company and each Investor hereby agrees agree that, to the extent permitted under applicable law, no Fund Investor shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this AgreementAgreement or its confidentiality obligations under any other agreement with the Company, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that certain limited partners of the Limited Partnership and each Investor that of IVP and CPPIB (together with their respective affiliates) is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC In addition to, and not in limitation of Article Ninth of the Certificate of Incorporation, the Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor such limited partners and each of IVP and CPPIB shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor limited partners and IVP or CPPIB, as applicable, in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor limited partners and IVP or CPPIB, 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 LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund certain of the Investors and their Affiliates and representatives are investment funds or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsother institutional investors, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted), and that such Investor may have Affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund that such Investor shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany or (iii) the activities of entities Affiliated with such Investor; provided, however, that the foregoing shall not relieve (x) any of the Investors such Investor from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, certain Investors (together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”their respective Affiliates) are professional investment fundsorganizations (such Investors, “Fund Investors”), 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no each Fund Investor (and its respective Affiliates) shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor (and its respective Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor (and its respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, of the “Fund Investors,” and each a “Fund Investor”) Investors 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Nothing in this Agreement shall preclude or in any way restrict any Investor 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, no Fund Investor (or its Affiliates) shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor (or its Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund 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 LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this AgreementAgreement in violation of Section 3.4, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundHCI 6D LLC and BGV III, private equity fund or similar pooled investment vehicleL.P., together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) their Affiliates are professional investment fundsorganizations, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises (each a “Professional Investor”), some of which may be deemed competitive compete directly or indirectly with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund such Professional Investor shall not be liable to the LLC Company for any claim arising out of, or based upon, upon (i) the investment by such Fund Investor Professional Investors in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Professional Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany. Nothing in this Agreement shall preclude or in any way restrict any Professional Investor from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, NCO (together with its affiliates (collectively, the “Fund Investors,” and each Affiliates) is a “Fund Investor”) are 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 LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Nothing in this Agreement shall preclude or in any way restrict NCO or any of the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor NCO (and its Affiliates) shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor NCO (or its Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor NCO (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Corporation hereby agrees and acknowledges that each Investor that of the Preferred Stockholders (together with their respective affiliates) is a venture capital professional investment fund, private equity fund or similar pooled a venture investment vehicle, together with arm of its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsaffiliates, and as such invest invests in numerous portfolio companiescompanies and has affiliates, some of which may be deemed competitive with the LLCCorporation’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Corporation hereby agrees that, to the extent permitted under applicable law, no Fund Investor none of the Preferred Stockholders shall be liable to the LLC Corporation for any claim arising out of, or based upon, (i) the investment by such Fund Investor Preferred Stockholder in any entity competitive with the LLCCorporation or the activities of such Preferred Stockholder’s Affiliates, or (ii) actions taken by any partner, officer or other representative of such Fund Investor the Preferred Stockholder 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 LLCCorporation; provided, however, that the foregoing shall not relieve (x) any of the Investors Preferred Stockholders from liability associated with the unauthorized use or disclosure of the LLCCorporation’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Corporation from any liability associated with his or her fiduciary duties to the LLCCorporation.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that certain of the Investors (together with their respective Affiliates) is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund each such Investor (and its Affiliates) shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor (or its Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund 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 LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that ARCH Venture Fund VIII, L.P. and ARCH Overage Fund IX, L/P. (together with their respective affiliates, “ARCH”) and is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor ARCH shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor ARCH in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor 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 LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundcertain of the Investors and any of their respective representatives currently may be invested in, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment funds, and as such may invest in numerous portfolio companies, or may consider investments in public and private companies some of which may compete either directly or indirectly with the Company or may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company acknowledges that the execution of this Agreement, the terms hereof and the access to confidential information hereunder shall in no way be construed to prohibit or restrict Investors or any of their representatives from maintaining, making or considering such investments or from otherwise operating in the ordinary course of business. The Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor the Investors shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor the Investors in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor 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 LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, certain of the “Fund Investors,” and each a “Fund Investor”) Investors are professional investment fundsfunds (the “Professional Investors”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor neither the Professional Investors nor their affiliates shall be liable to the LLC Company for any claim arising out of, or based upon, (ia) the investment by such Fund Investor the Professional Investors or their affiliates in any entity competitive with the LLCCompany, or (iib) actions taken by any partner, officer or other representative of such Fund Investor the Professional Investors 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, APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT and whether or not such action has a detrimental effect on the LLCCompany; provided, however, however that the foregoing shall not relieve (x) the Professional Investors or any of the Investors party from liability associated with the unauthorized use or disclosure willful misuse of the LLCCompany’s confidential information obtained pursuant to this AgreementSections 2.1 or 2.2 hereof, or (yii) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that of the BIOS Entities is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed to be competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor none of the BIOS Entities (or any of their respective Affiliates) shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor any of the BIOS Entities (or any of their respective Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor any of the BIOS Entities (or any of their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates of Helena and PML (collectively, the “Fund Investors,” and each a “Fund Investor”) 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC 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, no the Fund Investor Investors shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such the Fund Investor Investors in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such the Fund Investor Investors to assist any such competitive company, whether or not such action was taken as a member of the board Board of directors Directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled certain of the Investors are professional investment vehicle, together with its affiliates funds (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment funds), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted), and that the Fund Investors each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, that no Fund Investor shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany or (iii) the activities of entities affiliated with such Fund Investor; provided, however, that the foregoing shall not relieve (x) any of the Fund Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundall Preferred Majority Holders, private equity fund or similar pooled investment vehicleRTW Master Fund, together with its affiliates Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the “Fund Investors,” and each a “Fund InvestorFunds”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor the Funds shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such the applicable Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such the applicable Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this AgreementAgreement or through participation on the Board of Directors, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC 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, no Fund Investor shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundof Orchestra Medical Ventures II, private equity fund or similar pooled investment vehicleL.P. (“OMV II”) and Ascent Biomedical Ventures II, L.P. (“ABV II”) (together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”their affiliates) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor OMV II and ABV II shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor OMV II or ABV II in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor OMV II or ABV II to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundall Preferred Majority Holders, private equity fund or similar pooled investment vehicleRTW Master Fund, together with its affiliates Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the “Fund Investors,” and each a “Fund InvestorFunds”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor the Funds shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such the applicable Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such the applicable Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this AgreementAgreement or through participation on the Board of Directors, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany. 20.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, (together with its affiliates (collectively, the “Fund Investors,” and each respective Affiliates) is a “Fund Investor”) are professional investment funds, organization and as such invest reviews the business plans and related proprietary information of many enterprises and invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted)) or have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from maintaining, making or considering such investments or participating in any particular enterprise whether or not such enterprise is a competitive company or from otherwise operating in the ordinary course of business. The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund such Investor (and its Affiliates) shall not be liable to the LLC Company for any claim arising out of, or based upon, (ia) the investment by such Fund Investor (or its Affiliates) in any entity competitive with the LLCcompany, or (iib) actions taken by any partner, officer or other representative of such Fund Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company Competitor or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (yii) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that (together with each of their respective Affiliates) is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsfund, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Nothing in this Agreement shall preclude or in any way restrict such 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, no Fund Investor none of the Investors nor any of their respective Affiliates shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor any of the Investors or any of their respective Affiliates in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor any of the Investors or any of their respective Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLC; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each Affiliates is a “Fund Investor”) are 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted) (each, a “Professional Investment Organization”). The LLC Nothing in this Agreement shall preclude or in any way restrict a Professional Investment Organization 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 that compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor Professional Investment Organization shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor Professional Investment Organization in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor Professional Investment Organization 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 LLCCompany; provided, however, that the foregoing shall not contravene the confidentiality obligations in Section 2.3 or otherwise in this Agreement or relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her such person’s fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundDBR Capital, private equity fund or similar pooled investment vehicle, LLC (together with its affiliates (collectively, the “Fund Investors,” and each Affiliates) is a “Fund Investor”) are 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 LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Investor DBR Capital, LLC (and its Affiliates) shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor DBR Capital, LLC (or its Affiliates) in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor DBR Capital, LLC (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 company, an investor or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors Investor from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that of the Funds is a venture capital fund, private equity fund or similar pooled investment vehicle, together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”) are professional investment fundsfund, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted), and that the Funds each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The LLC Company hereby agrees that, to that none of the extent permitted under applicable law, no Fund Investor Funds shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany or (iii) the activities of entities affiliated with such Fund; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fund, private equity fund or similar pooled investment vehicle, (together with its affiliates (collectivelytheir respective Affiliates, the “Fund Investors,” including affiliated advisers and each a “Fund Investor”funds) are professional investment funds, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed to be conducted). The LLC Nothing in this Agreement shall preclude or in any way restrict the Investors from holding, evaluating, selling or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, no Fund such Investor shall not be liable to the LLC Company for any claim arising out of, or based upon, (ia) the investment by such Fund Investor and such Affiliates in any entity competitive with the LLCCompetitor, or (iib) actions taken by any partner, officer or other representative of such Fund Investor Investor, including affiliated advisers and funds, to assist any such competitive companyCompetitor, whether or not such action was taken as a member of the board of directors of such competitive company Competitor or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (yii) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a venture capital fundof EVFI, private equity fund or similar pooled investment vehicleEF III, Seraph, EPQ LFLU, EPQ LCOVD and PVP together with its affiliates their respective Affiliates (collectively, the “Fund Venture Investors,” and each ”), is a “Fund Investor”) are professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC Company hereby agrees that, to the extent permitted under applicable law, no Fund Venture Investor shall be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund a Venture Investor in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer or other representative of such Fund a Venture Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors Venture Investor from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her fiduciary duties to the LLCCompany.

Right to Conduct Activities. The LLC Company hereby agrees and acknowledges that each Investor that is a certain of the Investors are in the business of venture capital fund, private equity fund or similar pooled investment vehicle, investing and that such Investors (together with its affiliates (collectively, the “Fund Investors,” and each a “Fund Investor”their Affiliates) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the LLCCompany’s business (as currently conducted or as currently proposed propose to be conducted). The LLC 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, no Fund Investor such Investors shall not be liable to the LLC Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor Investors in any entity competitive with the LLCCompany, or (ii) actions taken by any partner, officer officer, employee or other representative of such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the LLCCompany; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the LLCCompany’s confidential information and trade secrets obtained pursuant to this Agreement, or (y) any director or officer of the LLC Company from any liability associated with his or her such Person’s fiduciary duties to the LLCCompany.