Common use of Observer Rights Clause in Contracts

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the Company shall invite a representative of QED Investors to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the Company shall invite a representative of Generation to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as KPCB Holdings, until the closing Inc., as nominee (“KPCB”) owns not less than 1,000,000 shares of the Company’s next bona fide equity financing, unless Series A Preferred Stock (i) following such closing QED Investors owns at least 5% or an equivalent amount of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors KPCB to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as Obvious Group LLC (“Obvious”) owns not less than 1,400,000 shares of the Series E DesigneeB Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation The Obvious Corporation or its Affiliates to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (c) As long as Gates Ventures, LLC (“GV”) owns not less than 650,000 shares of the Series C Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of GV or its Affiliates to protect highly confidential proprietary informationattend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (d) As long as Tsai or its Affiliates own not less than 1,200,000 shares of the Series D Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Tsai to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (e) As long as S2G or its Affiliates own not less than 860,000 shares of the Series D Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of S2G to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (f) As long as Union Grove and its Affiliates own not less than 500,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), if a representative of Union Grove is not then serving on the Board, then the Company shall invite a representative of Union Grove to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (g) As long as Tyson owns not less than 1,800,000 shares of the Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Tyson to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (h) As long as Innovative Fund, LLC (“Future Foods”) and its Affiliates own not less than 800,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Future Foods to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (i) As long as Mitsui & Co. (U.S.A.), Inc. (“Mitsui”) and its Affiliates own not less than 400,000 shares of the Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Mitsui to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (j) As long as Cleveland Avenue, LLC (“Cleveland Avenue”) and its Affiliates own not less than 800,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Cleveland Avenue to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as Perceptive Credit Holdings II, until the closing LP (“Perceptive CH II”), owns not less than 500,000 shares of the Company’s next bona fide equity financing, unless Series B Preferred Stock (i) following such closing QED Investors owns at least 5% or an equivalent amount of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Perceptive CH II to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner form as such materials are provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as Perceptive Life Sciences Master Fund LTD. (“Perceptive”) owns not less than 500,000 shares of the Series E DesigneeC Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Perceptive to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner form as such materials are provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing (a) As long as Sequoia Capital owns not less than one percent (1%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of outstanding shares of outstanding capital stock Preferred Stock (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Sequoia Capital to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as Lightspeed Venture Partners (“Lightspeed”) owns not less than one percent (1%) of the Series E Designeeoutstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Lightspeed to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (c) As long as Harmony owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Harmony to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (d) As long as OrbiMed owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (e) As long as Claremont Creek Ventures owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Claremont Creek Ventures to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (f) As long as HealthCor owns at least 2,382,757 shares of Series E Preferred Stock (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like), the Company shall invite a representative of HealthCor to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (g) As long as Sofinnova owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Sofinnova to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3(a) For so long as Star Rising Ltd. holds any Preferred Shares, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the Company ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ shall invite a representative of QED Investors be entitled to attend all meetings of the Board and any committees thereof, in a nonvoting non-voting observer capacity and(the “Star Rising Observer”). (b) In the event NewQuest no longer has the power to solely appoint, remove from office or replace the Preferred E Director, for so as long as NewQuest continues to hold at least thirty percent (30%) of the Series E Preferred Shares (as adjusted for stock splits, stock dividends, consolidation and the like) as held by NewQuest as of the Series F-1 First Closing Date, NewQuest shall have the right to appoint an observer to attend all meetings of the Board in this respect, shall give such representative copies of all notices, minutes, consentsa non-voting observer capacity (the “NewQuest Observer”, and other materials that it provides together with Star Rising Observer, the “Observers”). (c) All of the notification, background information, resolution, plans and schedules relating to its directors at the Board meetings shall be delivered to the Observers under the same time and in notification requirements as applicable to the same manner as provided to such directorsmembers of the Board; provided, however, that such representative the Observers shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude the Observers from any such meeting or portion thereof if the Board Board, with the affirmative vote of two-thirds (2/3) of the members of the Board, determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock between the Company and (a) Generation is entitled to designate the Series E Designee (as defined its counsel or, in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the Company shall invite a representative of Generation to attend all meetings good faith determination of the Board and any committees thereof, as set forth in a nonvoting observer capacity and, in this respect, shall give such representative copies written summary of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, determination that such exclusion is reasonably necessary due to preserve a conflict of interest and the attorney-client privilege or to protect highly confidential proprietary informationbases of such determination, certified by the Board.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as Aisling Capital IV, until the closing of the Company’s next bona fide equity financing, unless LP (i“Aisling”) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on is a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Major Investor, the Company shall invite a representative of QED Investors Aisling to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation As long as Vertex Global HC Fund II Pte. Ltd. (“Vertex”) is no longer entitled to designate the Series E Designeea Major Investor, the Company shall invite a representative of Generation Vertex to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (c) As long as BVF Partners L.P. (“BVF”) is a Major Investor, the Company shall invite a representative of BVF to protect highly confidential proprietary informationattend all meetings 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (d) As long as Qiming U.S. Healthcare Fund II, L.P. (“Qiming”) is a Major Investor, the Company shall invite a representative of Qiming to attend all meetings 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (e) As long as any Affiliate of Driehaus Capital Management LLC (“Driehaus”) is a Major Investor, the Company shall invite a representative of Driehaus to attend all meetings 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (f) As long as venBio is a Major Investor, the Company shall invite a representative of venBio to attend all meetings 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. (g) As long as Boxer Capital, LLC (“Boxer”) is a Major Investor, the Company shall invite a representative of Boxer to attend all meetings 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, until the closing Tax ID No: ▇▇-▇▇▇▇▇▇▇ (“BMS”) owns shares of the Company’s next bona fide equity financing, unless Series C-2 Preferred Stock (i) following such closing QED Investors owns at least 5% or an equivalent amount of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors BMS to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company to protect highly confidential proprietary the extent such information or portion of such meeting involves competitive sensitive information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as Merck Ventures BV, Reg. No. 601910929 (“Merck”) owns shares of the Series E DesigneeC-2 Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Merck to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company to protect highly confidential proprietary the extent such information or portion of such meeting involves competitive sensitive information. (c) So long as Soleus owns shares of Series D Preferred Stock (or Common Stock issued upon conversion thereof) and an Affiliate of Soleus is not a member of the Board, the Company shall invite a representative of Soleus to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company to the extent such information or portion of such meeting involves competitive sensitive information. (d) So long as Eir owns shares of Series D Preferred Stock (or Common Stock issued upon conversion thereof) and an Affiliate of Eir is not a member of the Board, the Company shall invite a representative of Eir to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company to the extent such information or portion of such meeting involves competitive sensitive information. (e) So long as Hadean owns shares of Series D Preferred Stock (or Common Stock issued upon conversion thereof) and an Affiliate of Hadean is not a member of the Board, the Company shall invite a representative of Hadean to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (f) Any Investor that may from time to time designate a member of the Board pursuant to the Voting Agreement, dated of even date herewith, by and among the Company and the other parties thereto (the “Voting Agreement”) may, at such Investor’s sole discretion, elect to keep such seat vacant, and may, in place of such Board designee, invite a representative of such Investor to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided that if such Board designee is nominated by such Investor, the observer rights set forth in this Subsection 3.3 shall be suspended for so long as the Board designee shall remain on the Board.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as DCVC Opportunity Fund, until the closing L.P. (“DCVC”) and Data Collective II, L.P. (“Data Collective”) collectively own at least eight and one-half percent (8.5%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully fully-diluted basisbasis (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) or and no more than (ii1) the terms and conditions of such financing specifically provide for the continuance member of the rights set forth in this Section 5.4.1Board is affiliated with DCVC, the Company shall invite a representative of QED Investors DCVC to attend all meetings of the Board (and all committees of the Board, other than any committees thereof, special committee formed by the Board to review a potential transaction between the Company and DCVC or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such the directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner as if such representative were a member of the Board with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(a). 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation the Common Holders who are then providing services to the Company as directors, officers, employees or consultants in good standing to attend all meetings of the Board (and all committees of the Board, other than the Compensation Committee or any special committee formed by the Board to review a potential transaction between the Company and any committees thereof, of the Common Holders) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such the directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner as if such representative were a member of the Board with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Common Holder or its representative is or is affiliated with a direct competitor of the Company. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(b). (c) As long as SVF owns an aggregate of at least 1,756,811 shares of Series B Preferred Stock, Series C Preferred Stock, and/or shares of Common Stock issued upon conversion thereof (appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of SVF to attend all meetings of the Board (and all committees of the Board, other than any special committee formed by the Board to review a potential transaction between the Company and SVF or its Affiliates) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(c). The SVF observer shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (d) As long as GIC owns an aggregate of at least 1,756,811 shares of Series D Preferred Stock and/or shares of Common Stock issued upon conversion thereof (appropriately adjusted for any stock split, dividend, combination or other recapitalization), the Company shall invite a representative of GIC to attend all meetings of the Board (and all committees of the Board, other than any special committee formed by the Board to review a potential transaction between the Company and GIC) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors at the same time provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative. Any observer shall be required to enter into a commercially reasonable confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(d).

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors owns As long as Accel XI L.P. and its affiliated funds (“Accel”) hold at least 5% 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of the total number Series C Preferred Stock (or an equivalent amount of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Accel to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such representative is a member of the board of directors of a direct competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the As long as Sequoia Capital U.S. Growth Fund VI, L.P. and its affiliated funds (“Sequoia”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series E DesigneeD Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Sequoia to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such representative is a member of the board of directors of a direct competitor of the Company. (c) As long as ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. and its affiliated funds (“DFJ”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series E Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of DFJ to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a member of the board of directors of a direct competitor of the Company. (d) As long as Institutional Venture Partners XV, L.P. and its affiliated funds (“IVP”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series E Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of IVP to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a member of the board of directors of a direct competitor of the Company. (e) As long as Sapphire Ventures Fund II, L.P. and its affiliated funds (“Sapphire”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of Series F Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Sapphire to attend all meetings of its 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 directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a member of the board of directors of a direct competitor of the Company. It is agreed that Sapphire and its Affiliates shall not be deemed a “direct competitor” of the Company for purposes of this Section 2.10(e).

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the The Company shall invite a representative of QED Investors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., or an individual designated by ▇▇. ▇▇▇▇▇▇▇▇▇, to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative ▇▇. ▇▇▇▇▇▇▇▇▇ or, if applicable, his representative, shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary information or attendance to preserve such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (aii) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation one individual designated by Hatteras (the “Hatteras Observer”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇, to attend all meetings of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative the Hatteras Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative Hatteras and the Hatteras Observer shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude the Hatteras Observer from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary information or attendance to preserve 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 Hatteras or the Hatteras Observer is a competitor of the Company. (iii) The Company shall invite one individual designated by Lumira Capital II, L.P. and its Affiliates (“Lumira”), which individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to protect highly confidential proprietary informationattend all meetings of the Board in a nonvoting observer capacity (the “Lumira Observer”) and, in this respect, shall give the Lumira Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that Lumira and the Lumira 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 the Lumira Observer from any meeting or portion thereof if access to such information or attendance to 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 Lumira or the Lumira Observer is a competitor of the Company. (iv) The Company shall invite one individual designated by Cormorant and its Affiliates (the “Cormorant Observer”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇, to attend all meetings of the Board in a nonvoting observer capacity and, in this respect, shall give the Cormorant Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that Cormorant and the Cormorant 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 the Cormorant Observer from any meeting or portion thereof if access to such information or attendance to 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 Cormorant or the Cormorant Observer is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3For so long as OrbiMed Private Investments V, until the closing of the Company’s next bona fide equity financing, unless L.P. (i“OrbiMed”) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on is a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Major Investor, the Company shall invite a representative of QED Investors OrbiMed to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary information. 5.4.2 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. For so long as Generation owns any shares of Series E Preferred Stock and Novartis Institutes for BioMedical Research, Inc. or its Affiliates (a“Novartis”) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designeea Major Investor, the Company shall invite a representative of Generation Novartis to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. For the purposes of this Subsection 3.3, Novartis shall not be deemed a competitor of the Company. For so long as 667, L.P. and ▇▇▇▇▇ Brothers Life Sciences, L.P. (collectively, “▇▇▇▇▇ Bros”) own at least 75% of the aggregate Series B Preferred Stock ▇▇▇▇▇ Bros purchased pursuant to protect highly confidential proprietary informationthe Purchase Agreement, the Company shall invite a representative of ▇▇▇▇▇ Bros to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until (a) Commencing from the closing of Series B Board Reduction Date (as defined in the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Voting Agreement), the Company shall invite a representative of QED Investors designated by Prysm to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity (the “Prysm Observer”) and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that (i) access to such exclusion is information or attendance at such meeting would be reasonably necessary likely to preserve adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential proprietary informationresult in disclosure of trade secrets or a conflict of interest, (ii) Prysm or its representative is a Competitor or (iii) Prysm or its representative is a Sanctioned Party. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation two representatives designated by CSGC to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (c) The Company shall invite a representative designated by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity (together with the Prysm Observer, the “Investor Observers”) and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that (i) access to such exclusion is information or attendance at such meeting would be reasonably necessary likely to preserve adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential proprietary informationresult in disclosure of trade secrets or a conflict of interest, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its representative is a Competitor, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its representative is a FOIA Party or (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its representative is a Sanctioned Party.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing (a) As long as Sequoia Capital owns not less than one percent (1%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of outstanding shares of outstanding capital stock Preferred Stock (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Sequoia Capital to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as Lightspeed Venture Partners (“Lightspeed”) owns not less than one percent (1%) of the Series E Designeeoutstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Lightspeed to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (c) As long as Harmony owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Harmony to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (d) As long as OrbiMed owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. (e) As long as Claremont Creek Ventures owns not less than one percent (1%) of the outstanding shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Claremont Creek Ventures to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the The Company shall invite a representative of QED Investors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., (“▇▇. ▇▇▇▇▇▇▇▇▇”) or an individual designated by ▇▇. ▇▇▇▇▇▇▇▇▇, to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative ▇▇. ▇▇▇▇▇▇▇▇▇ or, if applicable, his representative, shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company company reserves the right to withhold any information and to exclude ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary information or attendance to preserve such meeting could adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (aii) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation one individual designated by Hatteras (the “Hatteras Observer”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇, to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative the Hatteras Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative Hatteras and the Hatteras Observer shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company company reserves the right to withhold any information and to exclude the Hatteras Observer from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary information or attendance to preserve 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 Hatteras or the Hatteras Observer is a competitor of the Company. (iii) The Company shall invite one individual designated by Lumira Capital II, L.P. or its Affiliates (“Lumira”), which individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to protect highly confidential proprietary informationattend all meetings of its Board of Directors in a nonvoting observer capacity (the “Lumira Observer”) and, in this respect, shall give the Lumira Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that Lumira and the Lumira 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 the Lumira Observer from any meeting or portion thereof if access to such information or attendance to 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 Lumira or the Lumira Observer is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors As long as RA Capital owns at least 5% of the total number of not less than 9,768,275 shares of outstanding capital stock Preferred Stock (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors RA Capital to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeAs long as Taiho owns not less than 7,613,246 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Taiho to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (c) As long as ▇▇▇▇▇ owns not less than 7,137,418 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of ▇▇▇▇▇ to protect highly confidential proprietary informationattend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (d) As long as Longwood owns not less than 6,185,763 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Longwood to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (e) As long as UPMC owns not less than 4,758,279 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of UPMC to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (f) As long as HBM Partners owns not less than 2,713,410 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of HBM Partners to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies, at the same time, of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as SV Life Sciences Fund IV, until the closing of the Company’s next bona fide equity financing, unless L.P. (i“SV Life Sciences”) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company Preferred Stock (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors SV Life Sciences to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 result in a conflict of interest or disclosure of highly confidential proprietary information. 5.4.2 For so (b) As long as Generation Clarus Lifesciences II, L.P. (“Clarus”) owns any shares of Series E B Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeCommon Stock issued upon conversion thereof), the Company shall invite a representative of Generation Clarus to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 result in a conflict of interest or disclosure of highly confidential proprietary information. (c) As long as Novo A/S owns shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Novo A/S to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest or disclosure of highly confidential proprietary information. (d) As long as SV Life Sciences, Novo A/S, HBM Healthcare Investments (Cayman) Ltd. (“HBM”) or Clarus owns shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of each of SV Life Sciences, Novo A/S, HBM or Clarus, as applicable, to attend all meetings of the Company’s scientific or other advisory boards 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 the members of such boards at the same time and in the same manner as provided to such members; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest or disclosure of highly confidential proprietary information.

Observer Rights. 5.4.1 Subject (a) Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇”) shall be entitled to Section 2.3notice of, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the Company shall invite a representative of QED Investors to attend and to any documentation distributed to members before, during or after, all regular meetings of the Board of Directors (excluding all executive sessions and any committees committee meetings thereof). Notwithstanding the foregoing, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude ▇▇. ▇▇▇▇▇▇ from any such regular meeting or portion thereof if (so long as the Company notifies ▇▇. ▇▇▇▇▇▇ of such withholding and of any action taken by the Board determines of Directors as a result of such meeting) if access to such information or attendance at such meeting would, (a) in good faith, upon advice the judgment of the Company’s outside counsel, that such exclusion is reasonably necessary to preserve adversely affect the attorney-client privilege between the Company and its counsel or cause the Board of Directors to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation breach its fiduciary duties, or (b) Generation is no longer entitled to designate in the Series E Designee, the Company shall invite a representative of Generation to attend all meetings good faith determination of the Board and any committees thereofof Directors, in involve a nonvoting observer capacity and, in this respect, shall give such representative copies conflict 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 directorsinterest; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to if the Company; and providedConsulting Agreement, furtherdated as of August 18, that 2004, as amended effective as of November 1, 2005, is terminated for any reason, then the Company reserves the right to withhold any information and to exclude ▇▇. ▇▇▇▇▇▇ from any such regular meeting or portion thereof if (so long as the Company notifies ▇▇. ▇▇▇▇▇▇ of such withholding and of any action taken by the Board determines of Directors as a result of such meeting) if access to such information or attendance at such meeting would, in the good faithfaith determination of the Board of Directors, upon advice result in the disclosure of proprietary information regarding the Company’s intellectual property rights, the disclosure of which would have an adverse effect on the Company. The Company will use its commercially reasonable efforts to ensure that any withholding of information or any restriction on attendance is limited only to the extent necessary as set forth in the preceding sentence. ▇▇. ▇▇▇▇▇▇ shall not be (y) permitted to vote at any meeting of the Board, or (z) counted for purposes of determining whether or not there is sufficient quorum for the Board of Directors to conduct its business. ▇▇. ▇▇▇▇▇▇ shall hold all information received pursuant to this Agreement in the strictest confidence and trust, shall act in a fiduciary manner with respect to all information so provided, and shall not disclose the same to any third party nor use the same for any purpose. The Company shall not be obligated to reimburse any expenses incurred by ▇▇. ▇▇▇▇▇▇ in attending regular meetings of the Board. (b) For so long as the Series B-1 Director nominated by Nomura pursuant to that certain Amended and Restated Voting Agreement (the “Voting Agreement”) between the Company and certain Investors of approximately even date herewith is not an employee of Nomura or an employee of an Affiliate of Nomura, Nomura shall be entitled to appoint one of its employees or an employee of one of its Affiliates (as defined in Section 4.2) to serve as a board observer in a non-voting capacity (the “Nomura Board Observer”). The Nomura Board Observer shall be entitled to receive notice of, to attend and to any documentation distributed to members before, during or after, all regular meetings of the Board of Directors (excluding all executive sessions and committee meetings thereof) at the same time as such materials are provided to the other Board members. Notwithstanding the foregoing, the Company reserves the right to withhold any information and to exclude the Nomura Board Observer from any such regular meeting or portion thereof (so long as the Company notifies the Nomura Board Observer of such withholding and of any action taken by the Board of Directors as a result of such meeting) if access to such information or attendance at such meeting would, (a) in the judgment of the Company’s outside counsel, that such exclusion is reasonably necessary to preserve adversely affect the attorney-client privilege between the Company and its counsel or cause the Board of Directors to protect highly confidential proprietary informationbreach its fiduciary duties, (b) in the good faith determination of the Board of Directors, involve a direct conflict of interest (over and above any conflicts of similar investor nominated directors), or (c) result in the disclosure of trade secrets. The Nomura Board Observer shall not be (y) permitted to vote at any meeting of the Board, or (z) counted for purposes of determining whether or not there is sufficient quorum for the Board of Directors to conduct its business. The Nomura Board Observer shall hold all information received pursuant to this Agreement in the strictest confidence and trust, shall act in a fiduciary manner with respect to all information so provided, and shall not disclose the same to any third party nor use the same for any purpose. The Company shall not be obligated to reimburse any expenses incurred by the Nomura Board Observer in attending regular meetings of the Board. A duplicate copy of all information provided to the director designated by Nomura pursuant to the Voting Agreement shall be provided concurrently to Nomura to the person and using the contact information provided pursuant to Section 4.4. Nomura shall hold all information received pursuant to this Agreement in the strictest confidence and trust, shall act in a fiduciary manner with respect to all information so provided, and shall not disclose the same to any third party nor use the same for any purpose.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors As long as 5AM owns at least 5% of the total number of not less than 1,000,000 shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Preferred Stock, the Company shall invite a representative of QED Investors 5AM, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇, to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary information.result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company; 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeAs long as RAC owns not less than 1,000,000 shares of Preferred Stock, the Company shall invite a representative of Generation RAC, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company (c) As long as PureTech owns not less than 1,000,000 shares of Series A-2 Preferred Stock, the Company shall invite a representative of PureTech, which individual shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to protect highly confidential proprietary informationattend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company; (d) As long as JJDC owns not less than 1,000,000 shares of Series A-2 Preferred Stock, the Company shall invite a representative of JJDC, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company (e) As long as NIBR owns not less than 1,000,000 shares of Series A-2 Preferred Stock, the Company shall invite a representative of NIBR, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Any person other than the persons initially specified in Subsections 3.3(a)-(e) that is invited to represent an Investor in a nonvoting observer capacity pursuant to this Section 3.3 shall be mutually agreeable to the applicable appointing Investor and the Requisite Directors then in office.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors As long as Deerfield owns at least 525% of the total number of shares of outstanding capital stock the Preferred Stock that it is purchasing under the Purchase Agreement (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Deerfield to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as ▇▇▇▇▇▇▇▇▇ owns 25% of the Series E Designeeshares of the Preferred Stock that it holds as of the date hereof, the Company shall invite a representative of Generation Petrichor to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing As long as Atlas owns not less than fifty percent (50%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% shares of Series Seed 3 Preferred Stock it holds as of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1date hereof, the Company shall invite a representative of QED Investors Atlas to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as NEA owns not less than fifty percent (50%) of the shares of Series Seed 3 Preferred Stock it holds as of the date hereof, the Company shall invite a representative of NEA to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as MPH holds at least 50% of the shares of Series A Preferred Stock purchased by it under that certain Series A Preferred Stock Purchase Agreement, the Company shall invite a representative of MPH to attend all meetings of its Board of Directors in a nonvoting observer capacity. As long as Surveyor owns not less than twenty-five percent (25%) of the shares of the Series A Preferred Stock it holds as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Surveyor to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in capacity. In this respect, the Company shall give such representative representatives copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence with respect to the Companyall information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, between the Company shall invite and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative of Generation to attend all meetings is a Competitor of the Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information.

Observer Rights. 5.4.1 Subject As long as Integral Capital Partners and its affiliated funds (i) own in the aggregate not less than 1,216,543 of the shares of the Preferred Stock it has purchased as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), and (ii) are not entitled to Section 2.3, until the closing designate a number of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% Board of Directors pursuant to that certain Second Amended and Restated Voting Agreement dated as of the total number of shares of outstanding capital stock of date hereof by and among the Company and certain of its stockholders, as the same may be amended and restated from time to time (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1“Voting Agreement”), the Company shall invite a representative of QED Investors Integral Capital Partners to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so . As long as Generation owns any TCEE and its affiliated funds (i) own in the aggregate not less than 2,161,379 shares of Series E the Preferred Stock it has purchased as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), and (aii) Generation is are not entitled to designate a member of the Series E Designee (as defined in Company’s Board of Directors pursuant to the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the Company shall invite a representative of Generation TCEE to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative . Each of the foregoing representatives shall execute a Non-Disclosure Agreement hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Company; and providedall information provided pursuant this Section 3.3, furtherand, that the Company reserves the right to withhold any information and to exclude such representatives from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 information the Company reasonably deems in good faith to be a trade secret or similar confidential proprietary information.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as Investor Group, until the closing of the Company’s next bona fide equity financingLP and Investor Growth Capital Limited (together, unless (i“IGC”) following such closing QED Investors owns at least 5% of the total number of collectively own not less than 500,000 shares of outstanding capital Series A Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock of splits, stock dividends, recapitalizations or the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1like), the Company shall invite a representative of QED Investors IGC to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company. 5.4.2 For so (b) As long as Generation Wachovia Capital Partners 2006, LLC (“WCP”) owns any not less than 500,000 shares of Series E B Preferred Stock and (aor an equivalent amount of Common Stock issued upon conversion thereof) Generation is entitled to designate the Series E Designee (as defined in adjusted for stock splits, stock dividends, recapitalizations or the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designeelike), the Company shall invite a representative of Generation WCP to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary matter with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to protect highly confidential proprietary informationsuch representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors owns As long as 5AM holds at least 5% of the total number of 11,321,376 shares of outstanding capital Common Stock issued or issuable upon shares of Preferred Stock (subject to appropriate adjustment in the event of any stock of the Company (calculated on a fully diluted basis) dividend, stock split, combination or (ii) the terms and conditions other similar recapitalization of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1shares), the Company shall invite a representative of QED Investors 5AM to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity andcapacity, and in this respect, respect the Company shall give such representative copies of all any notices, minutes, consents, and other materials related to each such meeting that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or to protect highly confidential proprietary informationa conflict of interest, would violate any agreement with any third party, or if such Investor or its representative is a Competitor. The initial representative of 5AM is P▇▇▇▇▇▇▇ ▇▇. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled As long as Northpond holds at least 8,269,463 shares of Common Stock issued or issuable upon shares of Preferred Stock (subject to designate appropriate adjustment in the Series E Designeeevent of any stock dividend, stock split, combination or other similar recapitalization of such shares), the Company shall invite a representative of Generation Northpond to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity andcapacity, and in this respect, respect the Company shall give such representative copies of all any notices, minutes, consents, and other materials related to each such meeting that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or a conflict of interest, would violate any agreement with any third party, or if such Investor or its representative is a Competitor. The initial representative of Northpond is S▇▇▇▇ ▇. ▇▇▇▇▇▇. (c) As long as Patient Square holds at least 13,583,265 shares of Common Stock issued or issuable upon shares of Preferred Stock (subject to protect highly confidential proprietary informationappropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization of such shares), the Company shall invite a representative of Patient Square to attend meetings of the Board of Directors in a nonvoting observer capacity, and in this respect the Company shall give such representative copies of any notices, minutes, consents, and other materials related to each such meeting that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, result in disclosure of trade secrets or a conflict of interest, would violate any agreement with any third party, or if such Investor or its representative is a Competitor.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing (a) As long as Perceptive Life Sciences Master Fund Ltd (“Perceptive”) owns not less than fifty percent (50%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% shares of the total number of shares of outstanding capital stock Series B Preferred Stock it holds as of the Company date hereof (calculated on a fully diluted basis) or (ii) the terms and conditions an equivalent amount of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Perceptive to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity capacity, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) owns not less than fifty percent (50%) of the shares of the Series E DesigneeB Preferred Stock it holds as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation RA Capital to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity capacity, who shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇, and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing (a) As long as MVM (together with its Affiliates) owns not less than fifty percent (50%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock Preferred Stock it owns on the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof) and no such shares of Preferred Stock have been converted into Common Stock pursuant to a Special Mandatory Conversion (as defined in the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Prior Certificate), the Company shall invite a representative of QED Investors MVM to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence and trust with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that if: (i) access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Company, acting in good faith, believes that access to protect highly confidential proprietary informationsuch information is reasonably likely to be detrimental to the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as ▇▇▇▇▇▇▇ ▇▇▇▇▇ owns not less than two percent (2%) of the Series E Designeetotal Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all outstanding Derivative Securities), the Company shall invite a representative of Generation ▇▇▇▇▇▇▇ ▇▇▇▇▇ to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby agrees to hold in a form reasonably acceptable confidence and trust with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude ▇▇▇▇▇▇▇ ▇▇▇▇▇ from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that if: (i) access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Company, acting in good faith, believes that access to protect highly confidential proprietary informationsuch information is reasonably likely to be detrimental to the Company.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as TAS Partners, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors LLC owns at least 5% of the total number of not less than 500,000 shares of outstanding capital stock Common Stock issued or issuable upon the conversion of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Senior Preferred Stock, the Company shall invite a representative of QED Investors TAS Partners, LLC to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree in writing to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Purchaser or its representative is a competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as (i) VTB Capital I2BF Netherlands B.V., a private limited liability company, organized and existing under the Series E Designeelaws of the Netherlands, and (ii) Selecta RKFN Ltd., a limited liability company organized and existing under the laws of the Russian Federation (together, “I2BF”), collectively, own not less than 500,000 shares of Common Stock issued or issuable upon the conversion of SRN Preferred Stock, the Company shall invite a representative of Generation I2BF to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree in writing to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve 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 Purchaser or its representative is a competitor of the Company. (c) If at any time prior to protect highly confidential proprietary informationthe termination of this Section 1, Polaris, Flagship, NanoDimension, OrbiMed or RUSNANO shall (i) not have the right to designate a director pursuant to Sections 1.1(b)(i) through (v) above, as applicable, and (ii) continue to own not less than 250,000 shares of Common Stock issued or issuable upon conversion of the Senior Preferred Stock, the Company shall invite a representative of such Stockholder to attend all meetings of its 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 directors; provided, however, that such representative shall agree in writing to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Purchaser or its representative is a competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company As long as funds managed by MPM Asset Management LLC (calculated on a fully diluted basisor its Affiliates) or (ii“MPM”) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1own Registrable Securities, the Company shall invite a representative of QED Investors MPM to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeAs long as EcoR1 owns Registrable Securities, the Company shall invite a representative of Generation EcoR1 to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor. (c) As long as Novartis owns at least 500,000 shares of Registrable Securities, the Company shall invite a representative of Novartis to protect highly confidential proprietary informationattend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company, it being understood that Section 3.5 of this Agreement shall be considered a form acceptable to the Company), or a conflict of interest. (d) As long as Blue Owl owns Registrable Securities, the Company shall invite a representative of Blue Owl to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor. (e) As long as Janus owns Registrable Securities, the Company shall invite a representative of Janus to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company, it being understood that Section 3.5 of this Agreement shall be considered a form acceptable to the Company) or a conflict of interest. (f) As long as RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. collectively own Registrable Securities, the Company shall invite a single representative (in aggregate) of RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor.

Observer Rights. 5.4.1 Subject to Section 2.3As long as Gilead (and its Affiliates, until the closing collectively) owns not less than fifty percent (50%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% shares of the total number Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Gilead to attend all regularly scheduled meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that at the Company’s request, the Company and such representative shall execute enter into a Non-Disclosure Agreement confidentiality agreement in a customary form reasonably acceptable to the CompanyGilead; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary information. 5.4.2 For so result in disclosure of trade secrets or a conflict of interest. As long as Generation Redmile owns any not less than fifty percent (50%) of the shares of the Series E B Preferred Stock and it is purchasing under the Purchase Agreement (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designeeequivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Redmile to attend all regularly scheduled meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary result in disclosure of competitive information, trade secrets or a conflict of interest.

Observer Rights. 5.4.1 Subject to Section 2.3, until (a) As long as the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED ▇. ▇▇▇▇ Price Investors owns at least 5% of the total number of collectively own not less than 400,510 shares of outstanding capital Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and/or Series H Preferred Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof) (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors ▇. ▇▇▇▇ Price to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence and trust all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation the Durable Capital Investor to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence and trust all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (c) The Company shall invite one representative of the Cascade Investor to attend (in person or telephonically) all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other material that the Company provides to the members of its Board at the same time and in the same manner as provided to such members (except when the representative is excluded from a meeting in order to preserve attorney-client privilege or when the representative’s presence would result in a conflict of interest, as set forth below); provided, however, that such representative shall agree to hold in confidence and trust all information so provided in accordance with Section 3.6(a) of this Agreement; and, provided further, that the representative may be excluded from access to any material or meeting or portion thereof if the Board determines in good faith, upon advice of counsel, counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel, to avoid a conflict of interest between the lawful interests of the Company and/or any of its subsidiaries, on the one hand, and the representative, on the other hand, or to protect highly confidential proprietary information.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (i) following such closing QED As long as SV Health Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company Preferred Stock (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED SV Health Investors to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets. 5.4.2 For so (ii) As long as Generation Alta Partners owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeCommon Stock issued upon conversion thereof), the Company shall invite a representative of Generation Alta Partners to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve 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. (iii) As long as Skyline Ventures own shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Skyline Partners to protect highly confidential proprietary informationattend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets. (iv) As long as Lilly Ventures own shares of Preferred Stock (or Common Stock issued upon conversion thereof), the Company shall invite a representative of Lilly Ventures to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing (a) As long as Sofinnova Investments owns not less 5,000,000 shares of the Company’s next bona fide equity financing, unless Preferred Stock (i) following such closing QED Investors owns at least 5% or an equivalent amount of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Sofinnova Investments to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate As long as 5AM owns not less than 5,000,000 shares of the Series E DesigneePreferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation 5AM to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (c) As long as General Atlantic owns not less than 4,125,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of General Atlantic to protect highly confidential proprietary informationattend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (d) As long as Omega owns not less than 750,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Omega to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. (e) As long as venBio Global Strategic Fund III, L.P. together with its Affiliates (“venBio”) owns not less than 875,000 shares of the Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of venBio to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

Observer Rights. 5.4.1 Subject to Section 2.3If and for so long as (a) [***] (along with any Affiliate thereof, until the closing of the Company’s next bona fide equity financingcollectively, unless (i“Sequoia”) following such closing QED Investors owns holds at least 5% of the total number of 100,000 shares of outstanding capital Preferred Stock (as adjusted for any stock dividend, stock split, combination of the Company (calculated on a fully diluted basisshares, reorganization, recapitalization, reclassification or other similar event with respect to such shares) or (iib) [***] (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Preferred Stock (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares), then Sequoia (if the terms and conditions of such financing specifically provide for the continuance of the rights condition set forth in this Section 5.4.1, subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to select a representative (a “Representative”). The Company shall invite a representative of QED Investors each such Representative to attend all meetings of the Board and any committees thereofattend, in a nonvoting observer capacity capacity, all meetings of its Board of Directors, including executive sessions and all committees of its Board of Directors, and, in this respect, shall give to each such representative Representative copies of all notices, minutes, consents, consents and other materials material that it provides to its directors at the same time and in the same manner as provided to such directorsBoard of Directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such Representative from access to any material or meeting or portion thereof if the Board determines in good faith, Company believes upon advice of counsel, counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly trade secrets of the Company. Each Representative acknowledges that the information received by it pursuant to this Agreement may be confidential proprietary and for the Representative’s use only, and it shall not use such confidential information in violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than employees having a need to know the contents of such information. 5.4.2 For so long as Generation owns any shares , and its attorneys), except in connection with the exercise of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting rights under this Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, unless the Company has made such information available to the public generally or such Holder is required to disclose such information by a governmental authority. All notices provided to any Representative shall invite a representative of Generation be sent to attend all meetings of the Board and any committees thereofSequoia’s or IVP’s address, in a nonvoting observer capacity andas applicable, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary information.

Observer Rights. 5.4.1 Subject to Section 2.3, until (a) As long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is an employee (but not a member of the closing Board of Directors) of the Company and owns greater than one percent (1%) of the shares of the Company’s next bona fide equity financingCommon Stock (after giving effect to conversion into Common Stock of all outstanding securities), unless (i) following such closing QED Investors owns at least 5% the Company shall invite ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to attend all meetings of the total number Board of shares Directors in a nonvoting observer capacity and, in this respect, shall give such observer copies of outstanding capital stock all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such 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 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. (b) As long as ▇▇▇▇ ▇▇▇▇▇▇ is an employee (but not a member of the Board of Directors) of the Company and owns greater than one percent (calculated on a fully diluted basis1%) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth shares of the Company’s Common Stock (after giving effect to conversion into Common Stock of all outstanding securities), the Company shall invite ▇▇▇▇ ▇▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this Section 5.4.1respect, shall give such observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such 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 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. (c) As long as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is an employee (but not a member of the Board of Directors) of the Company and owns greater than one percent (1%) of the shares of the Company’s Common Stock (after giving effect to conversion into Common Stock of all outstanding securities), the Company shall invite ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such 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 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. (d) As long as GIM owns not less than 895,416 shares of the Series C Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors GIM to attend all meetings of the Board of Directors and any committees thereof, committee meetings (including executive sessions) in a nonvoting observer capacity in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold all information so provided in a form reasonably acceptable confidence on the same basis as if such information had been provided directly to the CompanyGIM; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that (i) access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel and the Company has withheld any such information from, or excluded from any such meeting or portion thereof, all Persons invited to protect highly confidential proprietary informationattend the meetings of the Board of Directors pursuant to this Subsection 3.3 or (ii) if such Investor or its representative is, as determined by the Board of Directors reasonably and in good faith, a Competitor of the Company. Such representative shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇. 5.4.2 For so (e) As long as Generation LEC owns any not less than 716,333 shares of the Series E C Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designeeequivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation LEC to attend all meetings of the Board of Directors and any committees thereof, committee meetings (including executive sessions) in a nonvoting observer capacity in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold all information so provided in a form reasonably acceptable confidence on the same basis as if such information had been provided directly to the CompanyLEC; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that (i) access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel and the Company has withheld any such information from, or excluded from any such meeting or portion thereof, all Persons invited to protect highly confidential proprietary informationattend the meetings of the Board of Directors pursuant to this Subsection 3.3 or (ii) if such Investor or its representative is, as determined by the Board of Directors reasonably and in good faith, a Competitor of the Company. Such representative shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇. (f) As long as ▇. ▇▇▇▇ Price Investors collectively own not less than 889,813 shares of Series D Preferred Stock (or the equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of ▇. ▇▇▇▇ Price to attend all meetings of the Board of Directors and committee meetings (including executive sessions) in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold all information so provided in confidence on the same basis as if such information had been provided directly to ▇. ▇▇▇▇ Price; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if (i) access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel and the Company has withheld any such information from, or excluded from any such meeting or portion thereof, all Persons invited to attend the meetings of the Board of Directors pursuant to this Subsection 3.3 or (ii) if ▇. ▇▇▇▇ Price or its representative is, as determined by the Board of Directors reasonably and in good faith, a Competitor of the Company. Such representative shall initially be ▇▇▇▇▇ ▇▇▇.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1, the The Company shall invite a representative of QED Investors BCLS to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is information or attendance at such meeting would be reasonably necessary likely to preserve adversely affect the attorney-client privilege between the Company and its counsel or to protect result in disclosure of trade secrets or highly confidential proprietary informationinformation or create a conflict of interest. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the The Company shall invite a representative of Generation RTW to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable to the Companyconfidence all information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is information or attendance at such meeting would be reasonably necessary likely to preserve adversely affect the attorney-client privilege between the Company and its counsel or to protect result in disclosure of trade secrets or highly confidential proprietary informationinformation or create a conflict of interest. (c) The Company shall invite a representative of Atlas to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or highly confidential information or create a conflict of interest. (d) The Company shall invite a representative of Sirona to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or highly confidential information or create a conflict of interest. (e) The Company shall invite a representative of Hengrui to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or highly confidential information or create a conflict of interest. (f) The Company shall invite a representative of NAPE to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or highly confidential information or create a conflict of interest. (g) Notwithstanding anything to the contrary, the observer rights granted to any Investor pursuant to this Section 3.3 shall (i) continue so long as such Investor is a Major Investor and (ii) shall not be entitled to receive any information or attend any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to result in a competitive harm or competitive disadvantage. Each observer shall be reasonably acceptable to the Board of Directors and shall have relevant industry experience or scientific training relating to the Company’s business. The Company shall promptly reimburse in full any observer for his or her reasonable, customary and documented out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) for attendance at meetings of the Board of Directors.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as RTW Master Fund, until the closing Ltd., RTW Innovation Master Fund, Ltd. or any of the Company’s next bona fide equity financingtheir respective Affiliates (collectively, unless (i“RTW”) following such closing QED Investors owns at least 5% of the total number of hold any shares of outstanding capital stock Preferred Stock (or shares of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors RTW to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence and trust with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve 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 direct conflict of interest, or if such Investor or its representative is a Competitor of the Company. RTW shall be responsible to protect highly confidential proprietary informationthe Company for any disclosure or misuse of any information provided under this Subsection 3.4(a) that results from its representative’s failure to comply with this Subsection 3.4(a). 5.4.2 For so (b) As long as Generation owns Apple Tree Partners IV, L.P. or any of its Affiliates (“ATP”) holds any shares of Series E Preferred Stock and (aor shares of Common Stock issued upon conversion thereof) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, the Company shall invite a representative of Generation ATP to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence and trust with respect to the Companyall information so provided; and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. ATP shall be responsible to protect highly confidential proprietary informationthe Company for any disclosure or misuse of any information provided under this Subsection 3.4(b) that results from its representative’s failure to comply with this Subsection 3.4(b). (c) As long as Cormorant Private Healthcare Fund I, LP or any of its Affiliates (“Cormorant”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the Company shall invite a representative of Cormorant to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Cormorant shall be responsible to the Company for any disclosure or misuse of any information provided under this Section 3.4(c) that results from its representative’s failure to comply with this Subsection 3.4(c). (d) As long as RA Capital Healthcare Fund, L.P. or any of its Affiliates (“RA Capital”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the Company shall invite a representative of RA Capital to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. RA Capital shall be responsible to the Company for any disclosure or misuse of any information provided under this Section 3.4(d) that results from its representative’s failure to comply with this Subsection 3.4(d).

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as entities controlling, until the closing controlled by or under common control with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (“Qualcomm”) own not less than fifty percent (50%) of the Company’s next bona fide equity financing, unless (i) following such closing QED Investors owns at least 5% of the total aggregate number of shares of outstanding capital stock Series B Preferred Stock acquired pursuant to that certain Series B Purchase Agreement dated as of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1December 1, 2006, the Company shall invite a representative of QED Investors Qualcomm, who shall be reasonably acceptable to the Company, to attend all meetings of the its Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, provided however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to the Company; and provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board Company reasonably determines in good faith, upon advice of counsel, that (i) access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel, (ii) access to such information or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares attendance at such meeting could result in disclosure of Series E Preferred Stock trade secrets, and (aiii) Generation is entitled access to designate the Series E Designee (as defined such information or attendance at such meeting could result in the Voting Agreement) but elects not to designate such Series E Designee a conflict of interest between Qualcomm or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, its representative and the Company shall invite a or its counsel. Qualcomm agrees, and any representative of Generation Qualcomm will agree, to attend hold in confidence and trust and to act in a fiduciary manner with respect to all meetings of information provided to it or learned by it in connection with its rights under this Agreement, except to the Board extent otherwise required by law and any committees thereof, 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 regulatory process to its directors at the same time and in the same manner as provided which Qualcomm is subject. Qualcomm also agrees to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement Agreement, which is in a form reasonably acceptable and substance satisfactory to Qualcomm and the Company. The rights described herein shall terminate and be of no further force or effect upon the earliest of the date of: (i) the closing of an Initial Public Offering or (ii) when the Company first becomes subject to the Company; and providedperiodic reporting requirement of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, further, that the Company reserves the right to withhold any information and to exclude as amended. The confidentiality provision hereof will survive any such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary informationtermination.

Observer Rights. 5.4.1 Subject to Section 2.3(a) As long as Highland Capital Partners 9 Limited Partnership, until the closing of the Company’s next bona fide equity financingHighland Capital Partners 9-B Limited Partnership, unless Highland Entrepreneurs’ Fund 9 Limited Partnership and/or their affiliates (icollectively, “Highland Capital Partners”) following such closing QED Investors owns at least 5% of the total number of shares of outstanding capital stock Preferred Stock (or shares of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof), the Company shall invite a representative of QED Investors Highland Capital Partners to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence and trust with respect to all information so provided, except that such representative may provide such information to Highland Capital Partners for purposes of monitoring its investment in the Company; and provided, further, provided further that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faithif, upon advice of counselcounsel to the Company, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or to protect highly confidential proprietary informationresult in the disclosure of trade secrets or a conflict of interest. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeAs long as i Ventures and/or its affiliates owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation i Ventures to attend all meetings of the its Board and any committees thereof, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in a form reasonably acceptable confidence and trust with respect to all information so provided, except that such representative may provide such information to i Ventures for purposes of monitoring its investment in the Company; and provided, further, provided further that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faithif, upon advice of counselcounsel to the Company, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest. (c) As long as ▇▇▇▇▇ Capital Fund II, L.P. (“▇▇▇▇▇”) and/or its affiliates owns shares of Series C Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of ▇▇▇▇▇ to protect highly confidential proprietary informationattend all meetings of its 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 directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to ▇▇▇▇▇ for purposes of monitoring its investment in the Company; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of counsel to the Company, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest. (d) As long as any ▇. ▇▇▇▇ Price Investor owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of ▇. ▇▇▇▇ Price to attend all meetings of its 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 directors at the same time and in the same manner as provided to such directors (including with respect to all committees, including executive sessions); provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to the ▇. ▇▇▇▇ Price Investors for purposes of monitoring their investment in the Company; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of counsel to the Company, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest. (e) As long as Durable owns shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of Durable to attend all meetings of its 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 directors at the same time and in the same manner as provided to such directors (including with respect to all committees, including executive sessions); provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided, except that such representative may provide such information to Durable for purposes of monitoring their investment in the Company; and provided further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if, upon advice of counsel to the Company, access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in the disclosure of trade secrets or a conflict of interest.

Observer Rights. 5.4.1 Subject to Section 2.3, until the closing of the Company’s next bona fide equity financing, unless (ia) following such closing QED Investors As long as MRL Ventures owns at least 5% of the total number of not less than 600,000 shares of outstanding capital stock Preferred Stock (or an equivalent amount of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of the rights set forth in this Section 5.4.1Common Stock issued upon conversion thereof , the Company shall invite a representative of QED Investors MRL Ventures to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust with respect to all information so provided (in a form reasonably acceptable to manner consistent with the Companyconfidentiality obligations of a director of a Delaware corporation); and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably 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 proprietary informationresult in disclosure of trade secrets or in a conflict of interest, or if such Investor or its representative is a Competitor. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E DesigneeAs long as Hatteras Venture Partners owns not less than 600,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Generation Hatteras Venture Partners to attend all meetings of the Board and any committees thereof, of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall execute a Non-Disclosure Agreement agree to hold in confidence and trust with respect to all information so provided (in a form reasonably acceptable to manner consistent with the Companyconfidentiality obligations of a director of a Delaware corporation); and provided, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any such meeting or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve 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 result in a conflict of interest, or if such Investor or its representative is a Competitor. (c) As long as Genzyme owns not less than 600,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof ), the Company shall invite a representative of Sanofi Ventures to protect highly confidential proprietary informationattend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust with respect to all information so provided (in a manner consistent with the confidentiality obligations of a director of a Delaware corporation); and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or result in a conflict of interest, or if such Investor or its representative is a Competitor.

Observer Rights. 5.4.1 Subject to Section 2.3As long as the Purchasers own, until in the closing aggregate, not less than twenty five percent (25%) of the Company’s next bona fide equity financingConvertible Notes purchased hereunder (or an equivalent amount of Common Stock issued upon conversion thereof), unless (i) following such closing QED Investors owns at least 5% the Company shall use its best efforts to cause and maintain the election of a representative of the total number of shares of outstanding capital stock Purchasers' Representative as an advisory director of the Company (calculated on a fully diluted basis) or (ii) the terms and conditions of such financing specifically provide for the continuance of "Advisory Director"). The Advisory Directory will have all the rights set forth in this Section 5.4.1, of a director (exclusive of payment of director fees) pursuant to the Company shall invite a representative of QED Investors to Company's Corporate Documents but will not attend all meetings of the Company's Board of Directors and any committees thereof, in a nonvoting observer capacity and, in this respect, will not be entitled to vote on matters submitted for the Board's approval. The Company shall give such representative provide to the Advisory Director copies of all notices, minutes, consents, and other materials that it provides to its directors at Directors (including but not limited to the same time and in the same manner as provided to such directorsminutes of shareholders' meetings); provided, however, that such representative the Advisory Director shall execute a Non-Disclosure Agreement agree to hold in confidence and trust and to act in a form reasonably acceptable fiduciary manner with respect to the Companyall information so provided; and providedand, provided further, that the Company reserves the right to withhold any information and to exclude any such or portion thereof if the Board determines in good faith, upon advice of counsel, that access to such exclusion is reasonably necessary to preserve information or attendance at such meeting could adversely affect the attorney-client privilege or to protect highly confidential proprietary information. 5.4.2 For so long as Generation owns any shares of Series E Preferred Stock and (a) Generation is entitled to designate the Series E Designee (as defined in the Voting Agreement) but elects not to designate such Series E Designee or designates an individual that is not employed by Generation or (b) Generation is no longer entitled to designate the Series E Designee, between the Company shall invite a representative and its counsel or would result in disclosure of Generation trade secrets to attend all meetings the Advisory Director. At the request of the Board Purchasers' Representative, key members of the Company's management and any committees thereofexecutive officers will meet with the Advisory Director no less than four (4) times per calendar year, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time Company's facilities and in at the same manner as provided to such directorsCompany's expense. For purposes of the preceding sentence of this Section 7.15, a board of directors meeting shall constitute a meeting of key members of the Company's management; provided, however, that such representative shall execute a Non-Disclosure Agreement in a form reasonably acceptable to key members of the Company; and provided, further, that 's management shall be available to meet with the Company reserves the right Advisory Director for a reasonable period of time prior to withhold any information and to exclude any or following such portion thereof if the Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect highly confidential proprietary informationboard meetings.