Common use of Observer Rights Clause in Contracts

Observer Rights. The Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. The As long as any Designated Investor, together with such Designated Investor’s Affiliates, continues to own beneficially such Designated Investor’s Minimum Threshold of Preferred Stock, the Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, such Designated Investor to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. The (a) As long as Sofinnova Investments owns not less 5,000,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, Sofinnova Investments to attend all meetings of its the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor Competitor of the Company.

Observer Rights. The (a) As long as SMC Growth Capital Partners II, LP (“SMC”) owns shares of Preferred Stock, the Company shall invite a single representative of the HoldersSMC, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position who shall initially be vacantXxxxxxx Xxxx, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor Competitor of the Company.

Observer Rights. The As long as the Investor and/or its Affiliates own not less than twenty-five percent (25%) of the shares of the Common Stock purchased by the Investor under the Purchase Agreement, the Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, Investor to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. The As long as a Major Investor owns shares representing at least twenty percent (20%) and not more than fifty percent (50%) of the outstanding voting power of the Company, the Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, such Major Investor to attend all regular meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or counsel, result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a competitor of the CompanyCompany (as defined in Section 4.1).

Observer Rights. The (a) As long as SOSventures, LLC (“SOS”), individually or together with its Affiliates, owns not less than twenty five percent (25%) of the shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a single representative of the Holders, designated by Beacon Bioventures for so long as Beacon Bioventures is not a Converted Holder, which position shall initially be vacant, SOS to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.