Common use of Observer Rights Clause in Contracts

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as Artal International S.C.A. (the together with its affiliates, “HCV ObserverArtal”) as long as HCV VII, together with members of the HCV Group, holds greater owns not less than seventy five fifty percent (7550%) of the shares of the Series A-1 B Preferred Stock originally it purchased by HCV VII and members under the Series B Preferred Stock Purchase Agreement dated March 23, 2018 (or an equivalent amount of Common Stock issued upon conversion thereof), the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company shall have the right invite a representative of Artal to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meetinginterest, or any portion thereof, and/or deny the HCV Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (b) Saints Capital IVAs long as Aju Life Science 3.0 Venture Fund and Aju Good Venture Fund (together with their affiliates, L.P. (“SaintsAju IB”) shall have own in the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater aggregate not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 C Preferred Stock originally purchased by Saints and Aju IB under the other member Series C Preferred Stock Purchase Agreement dated March 7, 2019 (or an equivalent amount of Common Stock issued upon conversion thereof), the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer Company shall have the right invite a representative of Aju IB to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meetinginterest, or any portion thereof, and/or deny the Saints Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (c) Brookside shall have the right to appoint an observer to the Board As long as aMoon 2 Fund, Limited Partnership (the together with its affiliates, “Brookside ObserveraMoon”) as long as Brookside, together with other members of owns in the Brookside Group, holds greater aggregate not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 D Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to it is purchasing under the Purchase Agreement. The Brookside Observer Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall have the right invite a representative of aMoon to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the Brookside Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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; provided further, that such representative may be excluded from attending any closed executive sessions of the Corporation Board of Directors if the Board of Directors reasonably determines that having such representative at such closed executive session would be detrimental to the Company; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporation. The decision conflict of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meetinginterest, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, if such Investor or any portions thereofits representative is a Competitor. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVIn the event that the Board approves the grant of the rights contained herein to a purchaser of shares of Series B Stock under the Purchase Agreement after the date hereof (any such purchaser with respect to whom the Board has approved the granting of such rights, L.P. (the “SaintsExtra Purchaser”) ), upon such Extra Purchaser becoming a party hereto and a Stockholder hereunder, such Extra Purchaser shall have the right to appoint an observer to the Board (the “Saints Extra Observer”) as long as Saints, together with other members of the Saints/Oxford Group, such Extra Purchaser holds greater than seventy-seventy five percent (75%) of the Series A-1 B Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group such purchaser pursuant to the Stock Purchase Agreement. The Saints Extra Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Extra Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ The Extra Purchaser’s rights under this Section 4.2(b4.3(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints the Extra Purchaser to the assignee. In addition and without limiting the foregoing, in the event that Saints the Extra Purchaser appoints any person to be the Saints Extra Observer under this Section 4.2(b4.3(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Extra Observer from access to any meeting, or any portion thereof, and/or deny the Saints Extra Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII For so long as each of the BCP Entities and the CPPIB Entities individually own four percent (4%) or more of the issued and outstanding Class A Shares and Class B Shares (without regard to the voting power of such Class B Shares) and there is no Director who is a designee of such Sponsor Entity on the Board, such Sponsor Entity shall have the right to appoint an designate one (1) non-voting observer to the Board (the each, an “HCV Observer”) as long as HCV VII, together with members ). The appointment and removal of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased any Observer shall be by HCV VII and members of the HCV Group pursuant written notice to the Purchase AgreementBoard. The HCV Each Observer shall have the right be a natural person. Each Observer shall be entitled to attend be present at all meetings of the Board and any committee thereof and shall be notified of any such meeting by reasonable prior notice, including such meeting’s time and place, in a non-voting observer capacity, and the Corporation shall provide to same manner as the HCV Observer all materials provided to the members directors of the Board (the “Directors”) and notice shall receive copies of all written materials distributed to the Directors for purposes of such meetings, all in the manner and meetings at the same time provided as the Directors (except to the members of the Boardextent an Observer has been excluded therefrom pursuant to Section 3.01(b)); provided, however, that the Corporation reserves Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board and the Sponsor Entity that designated such Observer, which for the avoidance of doubt, shall permit the Observer to share information as provided in Section 5.04; provided, further, that such Observer (x) shall not have voting rights with respect to actions taken or elected not to be taken by the Board or be counted for purposes of determining whether there is a sufficient quorum for the Board to conduct its business and (y) shall be subject to all rules governing the Board and nothing herein shall prevent the Board from acting by written instrument to the extent permitted by applicable law; provided, further, that if at any time (upon written notice to the Company), a Sponsor Entity elects to suspend the receipt of the information provided by the Company under Section 5.04(b), such Sponsor Entity may also elect to suspend the right to appoint an Observer in accordance with this Section 3.01. (b) Notwithstanding the foregoing, the Company may exclude such representatives an Observer from access to any material or meeting or portion thereof if if: (i) the Corporation believes Board concludes in good faith, upon advice of counsel the Company’s outside legal counsel, (A) that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counselor or to protect highly confidential information, the disclosure (B) that an Observer has a potential conflict of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardinterest; provided, however, that any such exclusion shall apply only to such portion of the Corporation reserves material or such portion of the right meeting which would be required to exclude preserve such representatives from access privilege and not to any material or other portion thereof; or (ii) such portion of a meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary an executive session limited solely to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination independent director members of the Board, has conflicting interests with the Corporationindependent auditors and/or legal counsel, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to as the Board may designate, and an Observer (assuming such Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange (the “Brookside ObserverNYSE”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting), or any portion thereof, and/or deny such other exchange on which the Brookside Observer access to any information and documents, or any portions thereofCompany’s securities are then traded. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII As long as MTI Investment continues to hold not less than 50% of the shares of Preferred Stock it has purchased (or an equivalent amount of Common Stock issued upon conversion thereof, excluding shares of Common Stock issued as a result of a Special Mandatory Conversion, and subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) and for so long as MTI Investment and its Affiliates are not a Non-Participating Purchaser, the Corporation shall have the right to appoint an observer to the Board invite a representative of MTI Investment (the “HCV MTI Investment Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Corporation’s Board of Directors in a non-voting observer capacity, and the . The Corporation shall provide give the MTI Investment Observer copies of all notices, minutes, consents and other materials that it provides to its directors; provided that the HCV MTI Investment Observer shall agree to hold in confidence and trust all materials information so provided to the members in accordance with Section 22 of the Board this Agreement; and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, further that the Corporation reserves the right to exclude such representatives the MTI Investment Observer from access to any material of such materials or meetings or portions thereof if (i) the Corporation believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or (ii) in the good faith judgment of a majority of the members of the Board of Directors of the Corporation, then in office, such access would materially impair the due consideration by the Board of Directors of any matter. (b) As long as USVP and/or its Affiliates continue to hold not less than 1,473,883 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, and subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) and for so long as USVP and its Affiliates are not a Non-Participating Purchaser, the Corporation shall invite a representative of USVP (the “USVP Observer”) to attend all meetings of the Corporation’s Board of Directors (including meetings of any committees of the Corporation’s Board of Directors) in a non-voting capacity. The Corporation shall give the USVP Observer copies of all notices, minutes, consents and other materials that it provides to its directors; provided that the USVP Observer shall agree to hold in confidence and trust all information so provided in accordance with Section 22 of this Agreement; and provided further that the Corporation reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege privilege, or access to protect highly confidential informationsuch information or attendance at such meeting would result in disclosure of trade secrets or a conflict of interest, or if USVP’s representative is an employee of a Competitor. Furthermore, as long as USVP has the right to designate a Series E-2 Preferred Director pursuant to Section 6(a)(iii) of this Agreement and the right to invite the USVP Observer pursuant to this Section 11(b), the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to Corporation shall reimburse USVP for all reasonable out-of-pocket travel expenses incurred (consistent with the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(atravel policy) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all attending meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. Directors (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all including meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion committees thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof). (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as KPCB Holdings, Inc., as nominee (the “HCV ObserverKPCB”) as long as HCV VII, together with members of the HCV Group, holds greater owns not less than seventy five fifty percent (7550%) of the shares of the Series A-1 D Preferred Stock originally purchased by HCV VII and members it holds as of the HCV Group pursuant date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of KPCB (the “KPCB Observer”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such KPCB Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such KPCB Observer 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 Purchase AgreementCompany reserves the right to withhold any information and to exclude such KPCB Observer 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 the KPCB Observer is a Competitor of the Company. The HCV KPCB Observer shall have initially be ▇▇▇▇ ▇▇▇▇▇. (b) As long as GV owns not less than fifty percent (50%) of the shares of the Series D Preferred Stock it holds as of the date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of GV (the “GV Observer”) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such GV Observer copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such GV Observer 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 GV Observer 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 the GV Observer is a Competitor of the Company. The GV Observer shall initially be ▇▇ ▇▇▇▇▇▇▇. (c) The holders of a majority of the outstanding shares of Series E Preferred Stock shall be entitled to designate a representative (the “Series E Observer”) to attend all meetings of the Company’s Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such Series E Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such Series E Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided (except that such Series E Observer may share such information with the Corporation holders of outstanding shares of Series E Preferred Stock, provided that such holders agree to hold such information in confidence and trust); and provided further, that the Company reserves the right to withhold any information and to exclude such representatives Series E Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Series E Observer is, or is an Affiliate of, a Competitor of the CorporationCompany. The decision of the Board with respect to the privileged or confidential nature of such information Series E Observer shall initially be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof▇▇▇▇ ▇▇▇▇▇▇▇. (bd) Saints As long as Thrive Capital Partners IV, L.P. (“SaintsThrive Capital”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater owns not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 F Preferred Stock originally purchased by Saints and the other member it holds as of the Saints/Oxford Group pursuant to date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Purchase Agreement. The Saints Observer Company shall have invite a representative of Thrive Capital (the right “Thrive Capital Observer”) to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such Thrive Capital Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such Thrive Capital Observer 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 Corporation Company reserves the right to withhold any information and to exclude such representatives Thrive Capital Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Investor or the CorporationThrive Capital Observer is a Competitor of the Company. The decision of the Board with respect to the privileged or confidential nature of such information Thrive Capital Observer shall initially be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (ce) Brookside shall have the right to appoint As long as SoftBank Vision Fund (AIV MI) L.P. or an observer to the Board Affiliate thereof (the collectively, “Brookside ObserverSoftBank”) as long as Brookside, together with other members of the Brookside Group, holds greater owns not less than seventy-five fifty percent (7550%) of the shares of the Series A-1 G Preferred Stock originally purchased by Brookside and the other member it holds as of the Brookside Group pursuant to date of this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Purchase Agreement. The Brookside Observer Company shall have invite a representative of SoftBank (the right “SoftBank Observer”) to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such SoftBank Observer copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that such SoftBank Observer 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 Corporation Company reserves the right to withhold any information and to exclude such representatives SoftBank Observer from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to if such Investor or the CorporationSoftBank Observer is a Competitor of the Company. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome SoftBank Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not initially be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof▇▇▇▇ ▇▇▇▇▇▇.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVto protect confidential or competitively sensitive information. The Observer Rights set forth in this Section 8.4 shall terminate upon the closing of a Qualifying Public Offering, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group unless terminated sooner pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof8.4. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as Bios Fund I, LP (the “HCV ObserverBios I”) as long as HCV VIIand Bios Fund I QP, LP (together with members of the HCV GroupBios I, holds greater “Bios”) own not less than seventy five seven percent (757%) of the shares of the Series A-1 A Preferred Stock originally purchased by HCV VII and members (or an equivalent amount of Common Stock issued upon conversion thereof), the HCV Group pursuant to the Purchase Agreement. The HCV Observer Company shall have the right invite a representative of Bios to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (b) Saints Capital IVAs long as GPG LPI Investment, L.P. LLC (“SaintsGPG”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater owns not less than seventy-five seven percent (757%) of the shares of the Series A-1 A Preferred Stock originally purchased by Saints and it is purchasing under the other member Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) it owns as of the Saints/Oxford Group pursuant to date hereof, the Purchase Agreement. The Saints Observer Company shall have the right invite a representative of GPG to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV Devon Park Bioventures, L.P., Bessemer Venture Partners VII shall have L.P., MPM Bio IV NVS Strategic Fund, LP, TVM Life Science Ventures VI, L.P., Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Prism Venture Partners V, L.P., Intersouth Partners VI, L.P., Deerfield Private Design Fund III, L.P., Abingworth Bioventures VI LP, Pharmstandard International S.A., and the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members holders of a majority of the HCV Group, holds greater than seventy five percent outstanding shares of capital stock held by the Key Holders (75%as defined in the Voting Agreement) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant shall each be entitled to the Purchase Agreement. The HCV Observer shall have the right designate one person to attend all meetings of the Company’s Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, the Company shall give such designees copies of all notices, minutes, consents, and other materials that it provides to its directors at the Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; provided, however, that each such designee 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 Corporation Company reserves the right to withhold any information and to exclude any such representatives designee from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary or other similar duty to the Corporationconflict of interest. The decision right of the holders of a majority of the outstanding shares of capital stock held by the Key Holders to designate a Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights observer under this Section 4.2(a) may only be assigned in connection with section shall terminate on the transfer of all date on which the Key Holders, as of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoingeffective date of this Agreement, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater hold collectively less than seventy-five percent (755%) of the Series A-1 Preferred Stock originally purchased by Saints total issued and the other member outstanding voting capital stock of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII The Company shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together invite a representative of each Investor with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right Rights to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give each Investor with Observer Rights copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits directors; provided, however, that each representative of an Investor with Observer Rights shall agree to hold in confidence and trust all information so provided; and, provided further, that the Corporation Company reserves the right to withhold any information and to exclude such any or all representatives from access to any material or meeting or portion thereof if the Corporation Company believes in good faith, upon the advice of outside counsel to the Company, that access to such exclusion information or attendance at such meeting or portion thereof is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporationprivilege. The decision representatives must be persons acceptable to a majority of the Board of Directors of the Company. “Investor with respect Observer Rights” means each of: (a) a designee of New Enterprise Associates 12, Limited Partnership (“NEA”), so long as NEA holds at least twenty-five percent (25%) of the aggregate number of shares of Preferred Stock acquired by it pursuant to the privileged or confidential nature Series A Purchase Agreement dated as of such information shall be final May 29, 2008 by and binding. HCV VII’s rights under this Section 4.2(aamong the Company and the other parties named therein (the “Prior Purchase Agreement”) may only be assigned in connection with and the transfer of all of the Preferred Series B Purchase Agreement (on an as-converted to Common Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. basis); (b) Saints Capital IVa designee of CMEA Ventures VII, L.P. (“SaintsCMEA”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as ), so long as Saints, together with other members of the Saints/Oxford Group, CMEA holds greater than seventyat least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Saints and the other member of the Saints/Oxford Group it pursuant to the Prior Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the BoardCommon Stock basis); provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Brookside Observer▇▇▇▇▇▇▇”) as so long as Brookside, together with other members of the Brookside Group, he holds greater than seventyat least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Brookside and the other member of the Brookside Group him pursuant to the Prior Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Brookside Observer all materials provided to the members of the Board Common Stock basis); and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board ▇▇▇▇ Frechet (the “Wellcome ObserverFrechet”) as so long as Wellcome he holds greater than seventy at least twenty-five percent (7525%) of the Series A-1 aggregate number of shares of Preferred Stock originally purchased acquired by Wellcome him pursuant to the Prior Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, Agreement and the Corporation shall provide Series B Purchase Agreement (on an as-converted to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Common Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofbasis).

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board As long as Adage Capital Partners, LP (the “HCV ObserverAdage”) as long as HCV VII, together with members of the HCV Group, holds greater (i) owns not less than seventy twenty-five percent (7525%) of the Series A-1 shares of the Preferred Stock originally purchased by HCV VII it under the Series A / A-1 / A-2 Preferred Stock Purchase Agreement, dated as of October 10, 2018, by and members of among the HCV Group pursuant to Company and such Existing Investors (the “Series A Purchase Agreement”) and the Purchase Agreement. The HCV Observer Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) and (ii) does not have a representative serving on the Company’s Board of Directors as a Preferred Director at such time, the Company shall have the right invite a representative of Adage to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the HCV Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a Competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (b) Saints Capital IVAs long as 667, L.P. and ▇▇▇▇▇ Brothers Life Sciences, L.P. acting together (collectively, “Saints▇▇▇▇▇ Brothers”) shall have the right to appoint an observer to the Board (the “Saints Observer”i) as long as Saints, together with other members of the Saints/Oxford Group, holds greater owns not less than seventytwenty-five percent (7525%) of the Series A-1 shares of the Preferred Stock originally purchased by Saints it under the Series A Purchase Agreement and the other member Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) and (ii) does not have a representative serving on the Saints/Oxford Group pursuant to Company’s Board of Directors as a Preferred Director at such time, the Purchase Agreement. The Saints Observer Company shall have the right invite a representative of ▇▇▇▇▇ Brothers to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the Saints Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a Competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board As long as 5AM VENTURES V, L.P. (the “Brookside Observer5AM”) as long as Brookside, together with other members of the Brookside Group, holds greater owns not less than seventytwenty-five percent (7525%) of the Series A-1 shares of the Preferred Stock originally purchased by Brookside it under the Series A Purchase Agreement and the other member Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer Company shall have the right invite a representative of 5AM to attend all meetings of the Board of Directors in a non-voting nonvoting observer capacitycapacity 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 Corporation shall provide to same time and in the Brookside Observer all materials same manner as provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boarddirectors; 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the result in disclosure of which should not be made to any person who does not have trade secrets or a fiduciary conflict of interest, or other similar duty to the Corporation. The decision if such Investor or its representative is a Competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("OBSERVER RIGHTS"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or the Board's fiduciary duties, or (b) to protect highly confidential or competitively sensitive information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under Observer Rights set forth in this Section 4.2(a) may only be assigned 8.4 shall terminate upon the closing of a Qualifying Public Offering (or an IPO that is not a Qualifying Public Offering in connection with the transfer of which all of the shares of Series Preferred are converted into shares of Common Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(bRestated Certificate) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group unless terminated sooner pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof8.4. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII During the Standstill Period, FairMarket shall have the right to appoint an observer to the Board (the “HCV Observer”) permit ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as long as HCV VII, together with members a designated representative of the HCV GroupJHC Entities, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all Board of Directors meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the BoardFairMarket; provided, however, that (i) no other person designated by the Corporation reserves JHC Entities shall be permitted to attend Board of Directors meetings of FairMarket (other than the JHC Nominee as provided in Section 2(a) above) and neither the JHC Entities nor ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have the right to substitute any other person in his stead, (ii) the Board of Directors of FairMarket shall have the right to exclude such representatives ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ from access to any material or meeting of the Board of Directors or portion thereof if the Corporation believes Board determines in good faith that such attendance would not be appropriate in light of the subject matter to be discussed at such meeting or such portion thereof (without limiting the generality of the foregoing, such attendance would not be appropriate in circumstances where the Board determines in good faith based upon advice of counsel that such exclusion is necessary to preserve the attendance might compromise FairMarket's attorney-client privilege privileges, attorney work-product privileges or to protect highly confidential informationsimilar protections or privileges or in circumstances where the Board determines in good faith that there is an actual or potential conflict of interest or other interest on the part of the JHC Entities or ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ that makes such attendance inappropriate, notwithstanding the disclosure presence of which should the JHC Nominee), (iii) ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be an observer only, at the invitation of the FairMarket Board of Directors, shall not be made to any person who does not a director and shall have no voting rights as a fiduciary or other similar duty to director, and (iv) all rights of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights JHC Entities under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”2(d) shall have terminate at such time as the right to appoint an observer to the Board (the “Saints Observer”) as long as SaintsJHC Entities, together with other members their Associates and Affiliates, are the beneficial owners of less than 5% of the Saints/Oxford Group, holds greater than seventy-five percent total outstanding shares of Common Stock (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer such rights shall have the right to attend all meetings of the Board not be reinstated in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the any manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as BrooksideJHC Entities, together with other members their Associates and Affiliates, subsequently become the beneficial owners of 5% or more of the Brookside Group, holds greater than seventy-five percent (75%) total outstanding shares of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCommon Stock). (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ holds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreementprotect confidential or competitively sensitive information. The Saints Observer shall have the right to attend all meetings of the Board Rights set forth in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.Section

Observer Rights. (a) HCV VII shall have the right to appoint an observer to the Board (the “HCV Observer”) as As long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent Vantage Point Venture Partners (75%"Vantage Point") of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should owns not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater less than seventy-five percent (75%) of the shares of the Series A-1 C Preferred Stock originally it purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Series C Preferred Stock Purchase Agreement by and among the Company and the Investors listed on Schedule A thereto, dated May 15, 1998 (the "Series C Agreement. The Saints Observer "), (or an equivalent amount of Common Stock issued upon conversion thereof) and does not have a representative on the Company's Board of Directors, the Company shall have the right invite a representative of Vantage Point to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made trade secrets to any person who does not have such representative or if such Investor or its representative is a fiduciary or other similar duty to the Corporation. The decision direct competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (cb) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as As long as BrooksideCGI, together with other members of the Brookside Group, holds greater LLC ("CGI") owns not less than seventy-five percent (75%) of the shares of the Series A-1 D Preferred Stock originally it purchased by Brookside and the other member of the Brookside Group pursuant to the Series D Preferred Stock and Warrant Purchase Agreement by and among the Company and the Investors listed on Schedule A thereto of even date herewith (the "Series D Agreement. The Brookside Observer "), (or an equivalent amount of Common Stock issued upon conversion thereof) and does not have a representative on the Company's Board of Directors, the Company shall have the right invite a representative of CGI to attend all meetings of the its Board of Directors in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and the Corporation shall provide other materials that it provides to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Boardits 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 Corporation Company reserves the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that access to such exclusion is necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential information, the would result in disclosure of which should not be made trade secrets to any person who does not have such representative or if such Investor or its representative is a fiduciary or other similar duty to the Corporation. The decision direct competitor of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII As long as Viking, The United States Life Insurance Company in the City of New York (“AIG”) and Aisling Capital IV, LP (“Aisling”) are Series C Preferred Members, the Company shall have the right to appoint an observer to the Board invite a representative of each of Viking, AIG and Aisling (the each, a “HCV Series C Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right to attend all meetings of the Board and of any committee of the Board in a non-voting nonvoting observer capacitycapacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its Managers in connection with such meetings; provided, however, that such Series C Observer shall have agreed in writing for the Corporation benefit of the Company to hold in confidence and trust all information so provided in accordance with Section 6.1.5 below; and provided further, that the Company and the Board reserve 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 reasonably result in the loss of attorney-client privilege or result in disclosure of trade secrets or confidential information to a competitor. For the avoidance of doubt, no such representative shall provide be a Manager or member of the Board or have any voting rights at any such meeting of the Board or any committee thereof for any purpose and no such representative shall have any fiduciary duties to the HCV Company or the Members. No amendment or waiver to this Section 6.1.4 may adversely affect the specified rights of a Member set forth in this Section 6.1.4 unless the Member adversely affected thereby shall have consented in writing to such amendment or waiver. Each Series C Observer shall be entitled to reimbursement from the Company for all materials provided to reasonable and documented out-of-pocket costs and expenses incurred by them in connection with any travel undertaken for the members purpose of attending meetings of the Board and notice of such meetings, all in the manner and at the time provided to the members any committee of the Board. (b) As long as HH BBP LLC (“▇▇▇▇▇▇▇▇▇”) is a Series D Preferred Member, the Company shall invite a representative of ▇▇▇▇▇▇▇▇▇ (the “Series D Observer” and collectively with the Series C Observers, the “Observers”) to attend all meetings of the Board and of any committee of the Board 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 Managers in connection with such meetings; provided, however, that the Corporation reserves Series D Observer shall have agreed in writing for the benefit of the Company to hold in confidence and trust all information so provided in accordance with Section 6.1.5 below; and provided further, that the Company and the Board reserve the right to withhold any information and to exclude such representatives representative from access to any material or meeting or portion thereof if access to such information or attendance at such meeting could reasonably result in the Corporation believes upon advice loss of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the result in disclosure of which should not trade secrets or confidential information to a competitor. For the avoidance of doubt, no such representative shall be made to any person who does not have a fiduciary Manager or other similar duty to the Corporation. The decision member of the Board with respect or have any voting rights at any such meeting of the Board or any committee thereof for any purpose and no such representative shall have any fiduciary duties to the privileged Company or confidential nature the Members. No amendment or waiver to this Section 6.1.4 may adversely affect the specified rights of a Member set forth in this Section 6.1.4 unless the Member adversely affected thereby shall have consented in writing to such information amendment or waiver. The Series D Observer shall be final entitled to reimbursement from the Company for all reasonable and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned documented out-of-pocket costs and expenses incurred by them in connection with any travel undertaken for the transfer purpose of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all attending meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members any committee of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.

Observer Rights. (a) HCV VII Until August 10, 2010, provided Essex or its affiliate continues to hold shares of Preferred Stock, the Company shall have the right to appoint an observer to the Board (the “HCV Observer”) as long as HCV VII, together with members of the HCV Group, holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased allow one individual designated by HCV VII and members of the HCV Group pursuant to the Purchase Agreement. The HCV Observer shall have the right Essex or its affiliate to attend all meetings of the its Board in a non-voting nonvoting observer capacitycapacity (the “Essex Representative”), and, in connection therewith, shall give the Essex 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. The Essex Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation Company reserves the right to withhold any materials and information and to exclude such representatives the Essex Representative from access to any material or meeting or portion thereof if the Corporation Company or the Board believes upon advice of counsel that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege or privilege, (ii) to protect highly confidential and proprietary information, the disclosure of which should not be made (iii) to preserve any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination obligations of the Board, has conflicting interests (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the Corporationprovisions of this Section 3.11(a) if Essex or the Essex Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Essex Representative becomes an officer, then employee or director of a competitor of the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereofCompany. (b) Saints Capital IV, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as As long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five OrbiMed or its affiliate continues to hold at least fifty percent (7550%) of the Series A-1 D Preferred Stock originally purchased issued by Saints the Company to OrbiMed pursuant to that certain Series D Preferred Stock Purchase Agreement, dated as of August 12, 2009, among the Company and the other member of entities and individuals listed on Exhibit A thereto, as amended, the Saints/Oxford Group pursuant to the Purchase Agreement. The Saints Observer Company shall have the right allow one individual designated by OrbiMed or its affiliate to attend all meetings of the its Board in a non-voting nonvoting observer capacitycapacity (the “OrbiMed Representative”), and, in connection therewith, shall give the OrbiMed 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. The OrbiMed Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation Company reserves the right to withhold any materials and information and to exclude such representatives the OrbiMed Representative from access to any material or meeting or portion thereof if the Corporation Company or the Board believes upon advice of counsel that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege or privilege, (ii) to protect highly confidential and proprietary information, the disclosure of which should not be made (iii) to preserve any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination obligations of the Board, has conflicting interests (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the Corporationprovisions of this Section 3.11(b) if OrbiMed or the OrbiMed Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the OrbiMed Representative becomes an officer, then employee or director of a competitor of the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereofCompany. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as As long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five Highland continues to hold at least fifty percent (7550%) of the Series A-1 C Preferred Stock originally purchased held by Brookside and Highland at the other member of the Brookside Group pursuant to Initial Closing (as defined in the Purchase Agreement. The Brookside Observer ), the Company shall have the right allow one individual designated by Highland to attend all meetings of the its Board in a non-voting nonvoting observer capacitycapacity (the “Highland Representative”), and, in connection therewith, shall give the Highland 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. The Highland Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation Company reserves the right to withhold any materials and information and to exclude such representatives the Highland Representative from access to any material or meeting or portion thereof if the Corporation Company or the Board believes upon advice of counsel that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege or privilege, (ii) to protect highly confidential and proprietary information, the disclosure of which should not be made (iii) to preserve any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination obligations of the Board, has conflicting interests (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the Corporationprovisions of this Section 3.11(c) if Highland or the Highland Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Highland Representative becomes an officer, then employee or director of a competitor of the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereofCompany. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as As long as Wellcome holds greater than seventy five Sands or its affiliates continues to hold at least fifty percent (7550%) of the Series A-1 E Preferred Stock originally purchased issued by Wellcome the Company to Sands pursuant to the Purchase Agreement. The Wellcome Observer , the Company shall have the right allow one individual designated by Sands or its affiliates to attend all meetings of the its Board in a non-voting nonvoting observer capacitycapacity (the “Sands Representative”), and, in connection therewith, shall give the Sands 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. The Sands Representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all such materials and all information it obtains at each such meeting and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation Company reserves the right to withhold any materials and information and to exclude such representatives the Sands Representative from access to any material or meeting or portion thereof if the Corporation Company or the Board believes upon advice of counsel that such withholding or exclusion is reasonably necessary (i) to preserve the attorney-client privilege or privilege, (ii) to protect highly confidential and proprietary information, the disclosure of which should not be made (iii) to preserve any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination obligations of the Board, has conflicting interests (iv) to prevent any conflict of interest, (v) to protect information regarding potential or actual strategic investments or partnerships with a commercial entity or (vi) for other similar reasons. The Company shall not be required to comply with the Corporationprovisions of this Section 3.11(d) if Sands or the Sands Representative becomes a holder of more than five percent (5%) of the outstanding securities of a competitor of the Company or if the Sands Representative becomes an officer, then employee or director of a competitor of the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereofCompany.

Observer Rights. (a) HCV VII shall have the right to appoint an observer Subject to the Board (the “HCV Observer”) as provisions of this Section 8.4, so long as HCV VII, together with members Step▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ds at least an aggregate of 2,054,678 shares of the HCV GroupCompany's Series B Preferred Stock, holds greater than seventy five percent (75%) of the Series A-1 C Preferred Stock originally purchased by HCV VII and members of Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the HCV Group pursuant to the Purchase Agreement. The HCV Observer like), he shall have the right to attend all meetings of the Company's Board of Directors (other than Board committee meetings) in a non-voting nonvoting observer capacity, and the Corporation shall provide to the HCV Observer all materials provided to the members of the Board and receive notice of such meetingsmeetings and to receive all minutes, all in consents and other materials, financial or otherwise, which the manner and at the time provided Company provides to its Board of Directors ("Observer Rights"). Subject to the members provisions of this Section 8.4, so long as Advantage Capital Missouri Partners I, L.P., Advantage Capital Missouri Partners II, L.P. and their Affiliates hold at least an aggregate of 940,875 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. Subject to the provisions of this Section 8.4, so long as White Pines Limited Partnership I and Pacific Capital, L.P. hold at least an aggregate of 1,104,526 shares the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (subject to adjustment for any stock split, reverse stock split and the like), they shall have the right to appoint a total of one representative who shall have Observer Rights. The Company may require as a condition precedent to granting Observer Rights under this Section 8.4 that each person proposing to attend any meeting of the Board; provided, however, that Company's Board of Directors and each person to have access to any of the Corporation information provided by the Company to the Board of Directors shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so received during such meetings or otherwise. The Company also reserves the right not to provide information and to exclude such representatives persons having Observer Rights from access to any material or meeting or portion thereof (a) if the Corporation Company believes upon advice of counsel and with reasonable notice to the persons having Observer Rights that attendance at such exclusion is necessary to preserve meeting by such persons would adversely affect the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints any person to be the HCV Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV Observer from access to any meeting's fiduciary duties, or any portion thereof, and/or deny the HCV Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVto protect confidential or competitively sensitive information. The Observer Rights set forth in this Section 8.4 shall terminate upon the closing of a Qualifying Public Offering, L.P. (“Saints”) shall have the right to appoint an observer to the Board (the “Saints Observer”) as long as Saints, together with other members of the Saints/Oxford Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group unless terminated sooner pursuant to the Purchase Agreement. The Saints Observer shall have the right to attend all meetings terms of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ rights under this Section 4.2(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints to the assignee8.4. In addition and without limiting the foregoing, in the event that Saints appoints any person to be the Saints Observer under this Section 4.2(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Observer from access to any meeting, or any portion thereof, and/or deny the Saints Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.28 30

Observer Rights. (a) HCV VII The Majority G3 Investors shall have the right to appoint an one observer to the Board (the “HCV G3 Observer”) ), provided, however, that in order for any G3 Investor to be eligible to participate in the appointment of an individual as long as HCV VIIthe G3 Observer, such G3 Investor, together with members of the HCV such G3 Investor’s Group, holds must continue to hold greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by HCV VII such G3 Investor and members of the HCV such G3 Investor’s Group pursuant to the Series A-1 Stock Purchase Agreement and greater than seventy five percent (75%) of the Series B Preferred Stock originally purchased by such G3 Investor and members of such G3 Investor’s Group pursuant to the Series B Stock Purchase Agreement. The HCV G3 Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the HCV G3 Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. HCV VII’s The rights of each G3 Investor under this Section 4.2(a4.3(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by HCV VII such G3 Investor to the assignee. In addition and without limiting the foregoing, in the event that HCV VII appoints the Majority G3 Investors appoint any person to be the HCV G3 Observer under this Section 4.2(a4.3(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the HCV G3 Observer from access to any meeting, or any portion thereof, and/or deny the HCV G3 Observer access to any information and documents, or any portions thereof. (b) Saints Capital IVIn the event that the Board approves the grant of the rights contained herein to a purchaser of shares of Series B-2 Preferred Stock under the Stock Purchase Agreement after the date hereof (any such purchaser with respect to whom the Board has approved the granting of such rights, L.P. (the “SaintsExtra Purchaser”) ), upon such Extra Purchaser becoming a party hereto and a Stockholder hereunder, such Extra Purchaser shall have the right to appoint an observer to the Board (the “Saints Extra Observer”) as long as Saints, together with other members of the Saints/Oxford Group, such Extra Purchaser holds greater than seventy-seventy five percent (75%) of the Series A-1 B-2 Preferred Stock originally purchased by Saints and the other member of the Saints/Oxford Group such purchaser pursuant to the Stock Purchase Agreement. The Saints Extra Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Saints Extra Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Saints’ The Extra Purchaser’s rights under this Section 4.2(b4.3(b) may only be assigned in connection with the transfer of all of the Preferred Stock held by Saints the Extra Purchaser to the assignee. In addition and without limiting the foregoing, in the event that Saints the Extra Purchaser appoints any person to be the Saints Extra Observer under this Section 4.2(b4.3(b) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Saints Extra Observer from access to any meeting, or any portion thereof, and/or deny the Saints Extra Observer access to any information and documents, or any portions thereof. (c) Brookside shall have the right to appoint an observer to the Board (the “Brookside Observer”) as long as Brookside, together with other members of the Brookside Group, holds greater than seventy-five percent (75%) of the Series A-1 Preferred Stock originally purchased by Brookside and the other member of the Brookside Group pursuant to the Purchase Agreement. The Brookside Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Brookside Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Brookside’s rights under this Section 4.2(c) may only be assigned in connection with the transfer of all of the Preferred Stock held by Brookside to the assignee. In addition and without limiting the foregoing, in the event that Brookside appoints any person to be the Brookside Observer under this Section 4.2(c) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Brookside Observer from access to any meeting, or any portion thereof, and/or deny the Brookside Observer access to any information and documents, or any portions thereof. (d) Wellcome shall have the right to appoint an observer to the Board (the “Wellcome Observer”) as long as Wellcome holds greater than seventy five percent (75%) of the Series A-1 Preferred Stock originally purchased by Wellcome pursuant to the Purchase Agreement. The Wellcome Observer shall have the right to attend all meetings of the Board in a non-voting observer capacity, and the Corporation shall provide to the Wellcome Observer all materials provided to the members of the Board and notice of such meetings, all in the manner and at the time provided to the members of the Board; provided, however, that the Corporation reserves the right to exclude such representatives from access to any material or meeting or portion thereof if the Corporation believes upon advice of counsel that such exclusion is necessary to preserve the attorney-client privilege or to protect highly confidential information, the disclosure of which should not be made to any person who does not have a fiduciary or other similar duty to the Corporation. The decision of the Board with respect to the privileged or confidential nature of such information shall be final and binding. Wellcome’s rights under this Section 4.2(a) may only be assigned in connection with the transfer of all of the Preferred Stock held by Wellcome to the assignee. In addition and without limiting the foregoing, in the event that Wellcome appoints any person to be the Wellcome Observer under this Section 4.2(a) who, in the good faith determination of the Board, has conflicting interests with the Corporation, then the Corporation shall have the right, at any time and from time to time, to exclude the Wellcome Observer from access to any meeting, or any portion thereof, and/or deny the Wellcome Observer access to any information and documents, or any portions thereof.