Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company agrees and acknowledges that HBM (together with its Affiliates), Samsara (together with its Affiliates), RA Capital Management, L.P. (together with its Affiliates) and BioDiscovery 6 FPCI (together with its Affiliates) (together, the “VC Investors”) are professional investment organizations, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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 agrees that, to the extent permitted under applicable law, the VC Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such VC Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of such VC 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 VC Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or otherwise, or (y) any director (including any Preferred Director) or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that HBM (together with its Affiliates), Samsara (together with its Affiliates), RA Capital Management, L.P. (together with its Affiliates) and BioDiscovery 6 FPCI (together with its Affiliates) (together, each of the “VC Investors”) are Fund Investors is a professional investment organizationsfund, 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 acknowledges that each of the Fund Investors reviews the business plans and related proprietary information of many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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 . The Company hereby agrees that, to the extent permitted under applicable law, the VC Investors no Fund Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such VC Fund Investor in any entity competitive with the Company, (ii) service by any director, officer or employee of such Fund Investor as a director, board observer or officer of portfolio companies of investment funds managed by such Fund Investor, or (iiiii) actions taken by any partner, officer, employee officer or other representative of such VC 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 Company; provided, however, that the foregoing shall not relieve (x) any of the VC Investors Fund Investor from liability associated with the unauthorized disclosure of the Company’s confidential information Confidential Information obtained pursuant to this Agreement or otherwiseAgreement, or (y) any director (including any Preferred Director) or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Nothing in this Agreement shall preclude or in any way restrict any Fund Investor from evaluating or trading publicly marketed securities or evaluating, investing in or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that HBM certain of the Investors (together with its their Affiliates), Samsara (together with its Affiliates), RA Capital Management, L.P. (together with its Affiliates) and BioDiscovery 6 FPCI (together with its Affiliates) (together, the “VC Investors”) are professional investment organizationsorganizations or funds or corporate venture capital entities, and as such reviews the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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 The Company hereby agrees that, to the extent permitted under applicable law, the VC such Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such VC Investor Investors or their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of such VC 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. Furthermore, the Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information hereunder shall in no way be construed to prohibit or restrict an Investor or its investment adviser or such investment adviser’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business. Notwithstanding anything in this Section 5.9 to the contrary, however, that the foregoing nothing herein shall not relieve (x) any of the VC Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or otherwiseAgreement, or (y) any director (including any Preferred Director) or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that HBM (together with its Affiliates), Samsara (together with its Affiliates), RA Capital Management, L.P. each Holder (together with its Affiliates) and BioDiscovery 6 FPCI (together with its Affiliates) (together, the “VC Investors”) are is a professional investment organizationsorganization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s or its Subsidiaries’ business (as currently conducted or as currently propose proposed to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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 The Company hereby agrees that, to the extent permitted under applicable law, the VC Investors each Holder (and its Affiliates) shall not be liable to the Company or any of its Subsidiaries for any claim arising out of, or based upon, (i) the investment by such VC Investor Holder (or its Affiliates) in any entity competitive with the CompanyCompany or any of its Subsidiaries, or (ii) actions taken by any partner, officer, employee or other representative of such VC Investor Holder (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 CompanyCompany or any of its Subsidiaries; provided, however, that the foregoing shall not relieve (x) any of the VC Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or otherwiseAgreement, or (y) any director (including any Preferred Director) or officer of the Company or any of its Subsidiaries from any liability associated with his or her fiduciary duties to the CompanyCompany or any such Subsidiary.

Right to Conduct Activities. The Company hereby agrees and acknowledges that HBM (together with its Affiliates)PBM TGT Holdings, Samsara (together with its Affiliates), RA Capital Management, L.P. LLC (together with its Affiliates) and BioDiscovery 6 FPCI each Fidelity Investor (together with its Affiliates) (togethercollectively, the “VC Fund Investors”) are professional investment organizations, and as such reviews review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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 The Company hereby agrees that, to the extent permitted under applicable law, the VC Fund Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by such VC any Fund Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of such VC a 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 Company; provided, however, that the foregoing shall not relieve (x) any of the VC Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or otherwiseAgreement, or (y) any director (including any Preferred 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 Fund Investors, their investment advisers or their investment advisers’ other investment advisory clients from maintaining, making or considering investments in such other enterprises, or from otherwise operating in the ordinary course of business, provided that such Fund Investor does not disclose the Company’s confidential information in pursuit of such activities.

Right to Conduct Activities. The Company hereby agrees and acknowledges that HBM each of Boxer Capital, LLC and BVF Partners (together with its Affiliates), Samsara (together with its Affiliates), RA Capital Management, L.P. (together with its their Affiliates) and BioDiscovery 6 FPCI (together with its Affiliates) (together, the “VC Investors”) are is a professional investment organizationsorganization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the VC 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, the VC Investors Boxer Capital, LLC and BVF Partners (and their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by such VC Investor Boxer Capital, LLC and BVF Partners (and their Affiliates) in any entity competitive with the Company, or (iib) actions taken by any partner, officer, employee or other representative of such VC Investor Boxer Capital, LLC and BVF Partners (and 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 (xi) any of the VC Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or otherwiseAgreement, or (yii) any director (including any Preferred Director) or officer of the Company from any liability associated with his such director’s or her officer’s fiduciary duties to the Company.