Common use of Observer Rights Clause in Contracts

Observer Rights. (a) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE KPCB Holdings, Inc., as nominee (“KPCB”) owns all of the not less than 1,000,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE KPCB to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited Obvious Group LLC (“ArixObvious”) or any of its Affiliates own any owns not less than 1,400,000 shares of the Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix The Obvious Corporation or its Affiliates to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (dc) As long as OrbiMed Private Investments VIIGates Ventures, LP LLC (“OrbiMedGV”) or any of its Affiliates own any owns not less than 650,000 shares of the Series B C Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed GV or its Affiliates to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (ed) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) Tsai or any of its Affiliates own any not less than 1,200,000 shares of the Series B D Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital Tsai to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding , or if such Investor or its representative is a competitor of the foregoingCompany. (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 Section 3.4(erespect, 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) shall terminate As long as Union Grove and be of no further force and effect upon the automatic conversion of any its Affiliates own not less than 500,000 shares of Preferred Stock owned by RA Capital (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 Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(aCompany. (g) of Part B of Article Fourth As long as Tyson owns not less than 1,800,000 shares of the Restated CertificateSeries 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. (a) As long as ARE Longitude Venture Partners IV, L.P. (together with its Affiliates, “Longitude”) owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyStock, the Company shall invite a representative of ARE Longitude (the “Longitude Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a non-voting nonvoting observer capacity and, in this respect, shall give such representative the Longitude 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 Longitude 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 representative the Longitude Observer from any meeting or portion thereof if access to such information or attendance at such meeting could would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of to the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateLongitude Observer. (b) For so As long as Lundbeck Red Tree Venture Fund, L.P. (together with its Affiliates, “Red Tree”) owns of record at least fifty percent (50%) shares of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License AgreementPreferred Stock, the Company shall invite a designee representative of Lundbeck Red Tree (the “Red Tree Observer”) to attend all meetings of the its Board of Directors via telephone or any committee thereof video conference in a non-voting nonvoting observer capacity and, in this respect, shall give such designee the Red Tree 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 representatives Red Tree Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 the Red Tree Observer from any meeting or portion thereof if access to such information or attendance at such meeting could would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the Red Tree Observer or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix if Red Tree or its Affiliates pursuant to Section 6.1 representative is or is affiliated with a direct competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (dc) As long as OrbiMed Private Investments VIIRA Capital Healthcare Fund, LP L.P. and/or RA Capital Nexus Fund II, L.P. (together with their Affiliates, “OrbiMedRA Capital”) or any of its Affiliates own any owns shares of Series B the Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)Stock, the Company shall invite a representative of OrbiMed RA Capital (the “RA Capital Observer”) to attend all meetings of its Board of Directors via telephone or video conference in a non-voting nonvoting observer capacity and, in this respect, shall give such representative the RA Capital 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 RA Capital Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative the RA Capital Observer from any meeting or portion thereof if access to such information or attendance at such meeting could would adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to the RA Capital Observer or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed if RA Capital or its Affiliates pursuant to Section 6.1 representative is or is affiliated with a direct competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (ed) As For so long as RA Capital Healthcare FundLivaNova USA, L.P. Inc. (“RA CapitalLivaNova”) or any of its subsidiaries or Affiliates own (each, including LivaNova, a “LivaNova Party” and collectively, the “LivaNova Parties”) holds any of the shares of Series B Preferred Stock (or including any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificateinto which such shares are convertible), the Company LivaNova Parties shall invite a have the right to designate one representative of RA Capital (the “LivaNova Observer”) to attend and observe all meetings of its the Board of Directors via telephone or video conference in a non-voting nonvoting observer capacity capacity, and, in this respect, the Company shall give such representative provide the LivaNova Observer with copies of all notices, minutes, consents, consents and other materials material (“Materials”) that it provides to its directors the members of the Board of Directors, at the same time and in the same manner as provided to such directorsthe respective members of the Board of Director; 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 exclude the LivaNova Observer from access to any information and to exclude such representative from any Material or meeting or portion thereof if access the Board of Directors determines in good faith, upon the advice of counsel, that such exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect (i) preserve the attorney-client privilege between the Company and its counsel privilege, (ii) protect highly confidential proprietary information, or result in disclosure of trade secrets or (iii) avoid a conflict of interestinterest with ▇▇▇▇▇▇▇▇. Notwithstanding ▇▇▇▇▇▇▇▇ agrees that the foregoingLivaNova Observer shall be selected by consulting with the Company’s CEO, this Section 3.4(eand shall have no less than ten years of experience in the health care industry (or be a Vice President or comparable role) shall terminate and be of no further force a fluent English speaker. Upon reasonable notice and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 at a scheduled meeting of the Purchase Agreement and Board of Directors or such other time, if any, as the Board of Directors may determine in accordance its sole discretion, the LivaNova Observer may address the Board of Directors with Section 4.1.1(a) of Part B of Article Fourth of respect to LivaNova’s concerns regarding significant business issues facing the Restated CertificateCompany.

Observer Rights. (a) As long as ARE Perceptive Credit Holdings II, LP (“Perceptive CH II”), owns all of the not less than 500,000 shares of the Series A B Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Perceptive CH II to attend all meetings of its the Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so As long as Lundbeck Perceptive Life Sciences Master Fund LTD. (“Perceptive”) owns of record at least fifty percent (50%) not less than 500,000 shares of the shares Series C Preferred Stock (or an equivalent amount of capital stock Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementupon conversion thereof), the Company shall invite a designee representative of Lundbeck Perceptive to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns all DCVC Opportunity Fund, L.P. (“DCVC”) and Data Collective II, L.P. (“Data Collective”) collectively own at least eight and one-half percent (8.5%) of the shares capital stock of the Series A Preferred Stock it purchased under the Series A Purchase Agreement Company on a fully-diluted basis (or an equivalent amount assuming full conversion and exercise of Common Stock issued upon conversion thereof), all convertible and exercisable securities then outstanding) and no more than (1) member of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyBoard is affiliated with DCVC, the Company shall invite a representative of ARE DCVC 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 DCVC or its Board of Directors Affiliates) in a non-voting 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 provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner as if such representative were a member of the Board 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(a). (b) The Company shall invite a representative of 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 of the Common Holders) 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 as if such representative were a member of the Board 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 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 such 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 result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause representative. Any observer shall be required to enter into a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor commercially reasonable confidentiality agreement with the Company prior to the exercise of the Companyrights contained in this Section 3.6(c). The SVF observer shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (cd) As long as Arix Bioscience Holdings Limited (“Arix”) or any GIC owns an aggregate of its Affiliates own any at least 1,756,811 shares of Series B D Preferred Stock (or any and/or shares of Common Stock issued upon conversion thereofthereof (appropriately adjusted for any stock split, dividend, combination or other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterecapitalization), the Company shall invite a representative of Arix GIC to attend all meetings of its the Board (and all committees of Directors the Board, other than any special committee formed by the Board to review a potential transaction between the Company and GIC) in a non-voting 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 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 or to such representative. Any observer shall be required to enter into a conflict commercially reasonable confidentiality agreement with the Company prior to the exercise of interest. Notwithstanding the foregoing, rights contained in this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate3.6(d). (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (ai) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the The Company shall invite a representative of ARE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., or an individual designated by ▇▇. ▇▇▇▇▇▇▇▇▇, to attend all meetings of its the Board of Directors in a non-voting 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 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 ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative from any meeting or portion thereof if access to such information or attendance at 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 such Investor ▇▇. ▇▇▇▇▇▇▇▇▇ or its his representative is a Competitor competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (bii) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the The Company shall invite a designee of Lundbeck one individual designated by Hatteras (the “Hatteras Observer”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇, to attend all meetings of the Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee 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 representatives shall agree to hold in confidence Hatteras and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 Hatteras 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 representative the Hatteras Observer from any meeting or portion thereof if access to such information or attendance at 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. Notwithstanding , or if Hatteras or the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 Hatteras Observer is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (diii) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of OrbiMed one individual designated by Lumira Capital II, L.P. and its Affiliates (“Lumira”), which individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to attend all meetings of its the Board of Directors in a non-voting nonvoting observer capacity (the “Lumira Observer”) and, in this respect, shall give such representative 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 such representative 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 such representative the Lumira Observer from any meeting or portion thereof if access to such information or attendance at 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. Notwithstanding , or if Lumira or the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 Lumira Observer is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (eiv) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of RA Capital one individual designated by Cormorant and its Affiliates (the “Cormorant Observer”), which individual shall initially be ▇▇▇▇▇ ▇▇▇▇, to attend all meetings of its the Board of Directors in a non-voting nonvoting observer capacity and, in this respect, shall give such representative 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 such representative 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 such representative the Cormorant Observer from any meeting or portion thereof if access to such information or attendance at 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. Notwithstanding , or if Cormorant or the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 Cormorant Observer is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany.

Observer Rights. (a) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement Aisling Capital IV, LP (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company“Aisling”) is a Major Investor, the Company shall invite a representative of ARE Aisling to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited Vertex Global HC Fund II Pte. Ltd. (“ArixVertex”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)is a Major Investor, the Company shall invite a representative of Arix Vertex to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (dc) As long as OrbiMed Private Investments VII, LP BVF Partners L.P. (“OrbiMedBVF”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)is a Major Investor, the Company shall invite a representative of OrbiMed BVF to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (ed) As long as RA Capital Qiming U.S. Healthcare FundFund II, L.P. (“RA CapitalQiming”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)is a Major Investor, the Company shall invite a representative of RA Capital Qiming to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement 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 accordance 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 Section 4.1.1(a) 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 Part B trade secrets or a conflict of Article Fourth interest, or if such Investor or its representative is a competitor of the Restated CertificateCompany. (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. (a) As long as ARE owns all Accel XI L.P. and its affiliated funds (“Accel”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or other recapitalization) of the shares of the Series A C Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Accel to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons such representative or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck representative is a Competitor member of the board of directors of a direct competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited Sequoia Capital U.S. Growth Fund VI, L.P. and its affiliated funds (“ArixSequoia”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or any of its Affiliates own any shares other recapitalization) of Series B D Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix Sequoia to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such representative is a conflict of interest. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 member of the Purchase Agreement and in accordance with Section 4.1.1(a) board of Part B directors of Article Fourth a direct competitor of the Restated CertificateCompany. (dc) As long as OrbiMed Private Investments VII▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, LP ▇.▇. and its affiliated funds (“OrbiMedDFJ”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or any of its Affiliates own any shares other recapitalization) of Series B E Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed DFJ to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if 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 conflict of interest. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 member of the Purchase Agreement and in accordance with Section 4.1.1(a) board of Part B directors of Article Fourth a direct competitor of the Restated CertificateCompany. (ed) As long as RA Capital Healthcare FundInstitutional Venture Partners XV, L.P. and its affiliated funds (“RA CapitalIVP”) hold at least 1,000,000 Shares (appropriately adjusted for any stock split, dividend, combination or any of its Affiliates own any shares other recapitalization) of Series B E Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital IVP to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if 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 conflict member of interestthe 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. Notwithstanding It is agreed that Sapphire and its Affiliates shall not be deemed a “direct competitor” of the foregoing, Company for purposes of this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate2.10(e).

Observer Rights. (a) As long as ARE Sofinnova Investments owns all of the not less 5,000,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Sofinnova Investments to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so As long as Lundbeck 5AM owns of record at least fifty percent (50%) not less than 5,000,000 shares of the shares Preferred Stock (or an equivalent amount of capital stock Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementupon conversion thereof), the Company shall invite a designee representative of Lundbeck 5AM to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (dc) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any General Atlantic owns not less than 4,125,000 shares of Series B the Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed General Atlantic to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Investor or its Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (ed) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any Omega owns not less than 750,000 shares of Series B the Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital Omega to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding , or if such Investor or its representative is a Competitor of the foregoingCompany. (e) As long as venBio Global Strategic Fund III, this Section 3.4(eL.P. together with its Affiliates (“venBio”) shall terminate and be of no further force and effect upon the automatic conversion of any owns not less than 875,000 shares of the Preferred Stock owned by RA Capital (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 Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany.

Observer Rights. (a) As long as ARE Deerfield owns all 25% of the shares of the Series A Preferred Stock that it purchased is purchasing under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Deerfield to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so As long as Lundbeck ▇▇▇▇▇▇▇▇▇ owns of record at least fifty percent (50%) 25% of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 the Preferred Stock that it holds as of the Exclusive License Agreementdate hereof, the Company shall invite a designee representative of Lundbeck Petrichor to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE Gilead (and its Affiliates, collectively) owns all not less than fifty percent (50%) of the shares of the Series A B Preferred Stock it purchased is purchasing under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Gilead to attend all regularly scheduled meetings of its the Board of Directors in a non-voting 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 directors; provided, however, that at the same time Company’s request, the Company and such representative shall enter into a confidentiality agreement in customary form reasonably acceptable to Gilead; and provided further, that the same manner as provided 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. As long as Redmile owns not less than fifty percent (50%) of the shares of the Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Redmile to attend all regularly scheduled 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 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 competitive information, trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE Sequoia Capital owns all not less than one percent (1%) of the outstanding shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Sequoia Capital to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, to such representative or if such Investor or its representative is or is affiliated with a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor direct competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited Lightspeed Venture Partners (“ArixLightspeed”) or any owns not less than one percent (1%) of its Affiliates own any the outstanding shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix Lightspeed to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a conflict direct competitor of interest. Notwithstanding the foregoing, this Section 3.4(cCompany. (c) shall terminate and be As long as Harmony owns not less than one percent (1%) of no further force and effect upon the automatic conversion of any outstanding shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed Harmony to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a conflict direct competitor of interest. Notwithstanding the foregoing, this Section 3.4(dCompany. (d) shall terminate and be As long as OrbiMed owns not less than one percent (1%) of no further force and effect upon the automatic conversion of any outstanding shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital OrbiMed to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or its representative is or is affiliated with a conflict direct competitor of interest. Notwithstanding the foregoing, this Section 3.4(eCompany. (e) shall terminate and be As long as Claremont Creek Ventures owns not less than one percent (1%) of no further force and effect upon the automatic conversion of any outstanding shares of Preferred Stock owned by RA Capital (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 Affiliates pursuant to Section 6.1 representative is or is affiliated with a direct competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany.

Observer Rights. (a) As long as ARE ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is an employee (but not a member of the Board of Directors) of the Company and owns all 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. (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 (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. (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 A C Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE GIM to attend all meetings of its the Board of Directors and committee meetings (including executive sessions) in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided in confidence on the same basis as if such information had been provided directly to GIM; 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 or result in disclosure of trade secrets or a conflict of interestand 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 such Investor or its representative is is, as determined by the Board of Directors reasonably and in good faith, a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) Such representative shall terminate and initially be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate▇▇▇▇ ▇▇▇▇▇▇▇. (be) For so As long as Lundbeck LEC owns of record at least fifty percent (50%) not less than 716,333 shares of the shares Series C Preferred Stock (or an equivalent amount of capital stock Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementupon conversion thereof), the Company shall invite a designee representative of Lundbeck LEC to attend all meetings of the Board of Directors or any and committee thereof meetings (including executive sessions) in a non-voting nonvoting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 providedprovided in confidence on the same basis as if such information had been provided directly to LEC; 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 result in disclosure excluded from any such meeting or portion thereof, all Persons invited to attend the meetings of trade secrets the Board of Directors pursuant to this Subsection 3.3 or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(c(ii) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix if such Investor or its Affiliates pursuant to Section 6.1 representative is, as determined by the Board of Directors reasonably and in good faith, a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. Such representative shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇. (df) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates ▇. ▇▇▇▇ Price Investors collectively own any not less than 889,813 shares of Series B D Preferred Stock (or any the equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed ▇. ▇▇▇▇ Price to attend all meetings of its the Board of Directors and committee meetings (including executive sessions) in a non-voting 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 providedprovided 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 result in disclosure of trade secrets excluded from any such meeting or a conflict of interest. Notwithstanding portion thereof, all Persons invited to attend the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 meetings of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting observer capacity andpursuant to this Subsection 3.3 or (ii) if ▇. ▇▇▇▇ Price or its representative is, in this respect, shall give such representative copies as determined by the Board of all notices, minutes, consents, and other materials that it provides to its directors at the same time Directors reasonably and in good faith, a Competitor of the same manner as provided to such directors; provided, however, that such Company. 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and initially be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate▇▇▇▇▇ ▇▇▇.

Observer Rights. (a) As long as ARE TAS Partners, LLC owns all of the not less than 500,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued or issuable upon the conversion thereof), all of the shares of Series B Senior Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyStock, the Company shall invite a representative of ARE TAS Partners, LLC to attend all meetings of its Board of Directors in a non-voting 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 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 Investor Purchaser or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited (i) VTB Capital I2BF Netherlands B.V., a private limited liability company, organized and existing under the laws of the Netherlands, and (ii) Selecta RKFN Ltd., a limited liability company organized and existing under the laws of the Russian Federation (together, “ArixI2BF”) or any of its Affiliates ), collectively, own any not less than 500,000 shares of Series B Preferred Stock (or any Common Stock issued or issuable upon the conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)SRN Preferred Stock, the Company shall invite a representative of Arix I2BF to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Purchaser or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (dc) As long If at any time prior to the 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 OrbiMed Private Investments VIIapplicable, LP and (“OrbiMed”ii) or any of its Affiliates continue to own any not less than 250,000 shares of Series B Preferred Stock (or any Common Stock issued or issuable upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)Senior Preferred Stock, the Company shall invite a representative of OrbiMed such Stockholder to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Purchaser or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE Atlas 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 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 purchased under holds as of the Series A Purchase Agreement date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Surveyor to attend all meetings of its the Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns all Integral Capital Partners and its affiliated funds (i) own in the aggregate not less than 1,216,543 of the shares of the Series A Preferred Stock it has purchased under as of the Series A Purchase Agreement date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant and (ii) are not entitled to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings designate a number of the Company’s Board of Directors pursuant to that certain Second Amended and Restated Voting Agreement dated as of the date hereof by and among the Company and certain of its stockholders, as the same may be amended and restated from time to time (the “Voting Agreement”), the Company shall invite a representative of ARE Integral Capital Partners to attend all meetings of its Board of Directors in a non-voting 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 . As long as TCEE 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof affiliated funds (i) if access to such information or attendance at such meeting could adversely affect own in the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other aggregate not less than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor 2,161,379 shares of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock it has purchased as of the date hereof (or any an equivalent amount of Common Stock issued upon conversion thereof), other than and (ii) are not entitled to designate a member of the Company’s Board of Directors pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)Voting Agreement, the Company shall invite a representative of Arix TCEE to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided furtherpursuant this Section 3.3, that and, the Company reserves the right to withhold any information and to exclude such representative representatives 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), protect information the Company shall invite reasonably deems in good faith to be a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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 trade secret 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatesimilar confidential information. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (ai) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the The Company shall invite a representative of ARE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M.D., (“▇▇. ▇▇▇▇▇▇▇▇▇”) or an individual designated by ▇▇. ▇▇▇▇▇▇▇▇▇, to attend all meetings of its Board of Directors in a non-voting 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 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 company reserves the right to withhold any information and to exclude such ▇▇. ▇▇▇▇▇▇▇▇▇ or his representative from any meeting or portion thereof if access to such information or attendance at 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 such Investor ▇▇. ▇▇▇▇▇▇▇▇▇ or its his representative is a Competitor competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (bii) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the The Company shall invite a designee of Lundbeck one individual designated by Hatteras (the “Hatteras Observer”), which individual shall initially be ▇▇▇▇ ▇▇▇▇▇, to attend all meetings of the its Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee 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 representatives Hatteras and the Hatteras Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company company reserves the right to withhold any information and to exclude such representatives the Hatteras Observer from any meeting or portion thereof (i) if access to such information or attendance at to such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would or result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee Hatteras or Lundbeck the Hatteras Observer is a Competitor competitor of the Company. (ciii) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of Arix one individual designated by Lumira Capital II, L.P. or its Affiliates (“Lumira”), which individual shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, to attend all meetings of its Board of Directors in a non-voting nonvoting observer capacity (the “Lumira Observer”) and, in this respect, shall give such representative 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 such representative 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 company reserves the right to withhold any information and to exclude such representative the Lumira Observer from any meeting or portion thereof if access to such information or attendance at 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. Notwithstanding , or if Lumira or the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 Lumira Observer is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns Dr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇”) shall be entitled to notice of, to attend and to any documentation distributed to members before, during or after, all regular meetings of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE to attend all meetings of its Board of Directors in a non-voting observer capacity and(excluding all executive sessions and committee meetings thereof). Notwithstanding the foregoing, 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 such regular meeting or portion thereof (so long as the Company notifies ▇▇. ▇▇▇▇▇▇ 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 could would, (a) in the judgment of the Company’s outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or result cause the Board of Directors to breach its fiduciary duties, or (b) in disclosure the good faith determination of trade secrets or the Board of Directors, involve a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 if the Consulting Agreement, dated as of August 18, 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 representatives regular meeting or portion thereof (so long as the Company notifies ▇▇. ▇▇▇▇▇▇ 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, in the good faith determination of the Board of Directors, 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 agree 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 and to trust, shall act in a fiduciary manner with respect to all information so provided, it being understood that such representative may and shall not disclose the information 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 provided long as the Series B-1 Director nominated by Nomura pursuant to Lundbeck without being considered 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 violation of this provision, and shall, Section 4.2) to serve as a condition board observer in a non-voting capacity (the “Nomura Board Observer”). The Nomura Board Observer shall be entitled to their attendance at receive notice of, to attend and to any documentation distributed to members before, during or after, all regular meetings of the Board of Directors or any (excluding all executive sessions and committee thereof and receipt of information and meetings thereof) at the same time as such materials hereunderare provided to the other Board members. Notwithstanding the foregoing, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives the Nomura Board Observer from any such regular meeting or portion thereof (iso 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 could adversely affect would, (a) in the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor judgment of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof’s outside counsel, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 cause the Board of Directors to breach 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 or a conflict of interestsecrets. Notwithstanding the foregoing, this Section 3.4(cThe Nomura Board Observer shall not be (y) shall terminate and be of no further force and effect upon the automatic conversion of permitted to vote at any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 meeting of the Purchase Agreement and in accordance with Section 4.1.1(aBoard, or (z) counted for purposes of Part B of Article Fourth of determining whether or not there is sufficient quorum for the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors to conduct its business. The Nomura Board Observer shall hold all information received pursuant to this Agreement in a non-voting observer capacity and, in this respectthe strictest confidence and trust, 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 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 further, that to the Company reserves director designated by Nomura pursuant to the right Voting Agreement shall be provided concurrently to withhold any Nomura to the person and using the contact 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates provided pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than 4.4. Nomura shall hold all information received pursuant to Section 4.1.1(a) of Part B of Article Fourth of this Agreement in the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respectstrictest confidence and trust, 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 shall not disclose the Company reserves same to any third party nor use the right to withhold same for 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatepurpose.

Observer Rights. (a) As long as ARE Food Allergy Research & Education, Inc. owns all at least 588,235 shares of Common Stock of the Company (including shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued or issuable upon conversion thereofof Preferred Stock), which number is subject to appropriate adjustment for all of stock splits, dividends, combinations, recapitalizations and the shares of Series B Preferred Stock it purchased pursuant to like, if Food Allergy Research & Education, Inc. does not have a designee on the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyBoard, the Company shall will invite a representative of ARE Food Allergy Research & Education, Inc. to attend all meetings of its Board of Directors in a non-voting nonvoting observer capacity and, in this respect, shall will 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 will 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. Notwithstanding As long as Longitude Venture Partners II, L.P. (together with its affiliated entities, “Longitude”) owns at least 588,235 shares of Common Stock of the foregoing, this Section 3.4(a) shall terminate and be Company (including shares of no further force and effect Common Stock issued or issuable upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant Stock), which number is subject to Section 6.1 of appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementlike, the Company shall will invite a designee representative of Lundbeck Longitude to attend all meetings of the its Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respect, shall will 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 will 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) Company. As long as OrbiMed Private Investments VIIForesite Capital Fund II, LP L.P. (together with its affiliated entities, “OrbiMedForesite”) or any of its Affiliates own any owns at least 720,000 shares of Series B Preferred Common Stock of the Company (or any including shares of Common Stock issued or issuable upon conversion thereofof Preferred Stock), other than pursuant which number is subject to Section 4.1.1(a) of Part B of Article Fourth of appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the Restated Certificate)like, the Company shall will invite a representative of OrbiMed Foresite to attend all meetings of its Board of Directors in a non-voting nonvoting observer capacity and, in this respect, shall will 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 will 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Investor or its Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns all of the Investor Group, LP and Investor Growth Capital Limited (together, “IGC”) collectively own not less than 500,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE IGC to attend all meetings of its Board of Directors in a non-voting 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest, to such representative or if such Investor or its representative is or is affiliated with a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor direct competitor of the Company. (cb) As long as Arix Bioscience Holdings Limited Wachovia Capital Partners 2006, LLC (“ArixWCP”) or any of its Affiliates own any owns not less than 500,000 shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof) (as adjusted for stock splits, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of stock dividends, recapitalizations or the Restated Certificatelike), the Company shall invite a representative of Arix WCP to attend all meetings of its Board of Directors in a 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 agree to hold in confidence and trust and to act in a fiduciary manner matter with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such representative or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix if such Investor or its Affiliates pursuant to Section 6.1 representative is or is affiliated with a direct competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the The Company shall invite a representative of ARE BCLS to attend all meetings of its the Board of Directors in a non-voting 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 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, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the The Company shall invite a designee representative of Lundbeck RTW to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (dc) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of OrbiMed Atlas to attend all meetings of its the Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (ed) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of RA Capital Sirona to attend all meetings of its the Board of Directors in a non-voting 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 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 foregoingcontrary, the observer rights granted to any Investor pursuant to this Section 3.4(e3.3 shall (i) continue so long as such Investor is a Major Investor and (ii) shall terminate 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 be of no further force 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 effect upon documented out-of-pocket travel expenses incurred (consistent with the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 Company’s travel policy) for attendance at meetings of the Purchase Agreement and in accordance with Section 4.1.1(a) Board of Part B of Article Fourth of the Restated CertificateDirectors.

Observer Rights. (a) As long as ARE owns all the Purchasers own, in the aggregate, not less than twenty five percent (25%) of the shares of the Series A Preferred Stock it Convertible Notes purchased under the Series A Purchase Agreement hereunder (or an equivalent amount of Common Stock issued upon conversion thereof), all the Company shall use its best efforts to cause and maintain the election of a representative of the shares Purchasers' Representative as an advisory director of Series B Preferred Stock it purchased the Company (the "Advisory Director"). The Advisory Directory will have all the rights of a director (exclusive of payment of director fees) pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings Company's Corporate Documents but will not attend meetings of the Company, the Company shall invite a representative of ARE to attend all meetings of its 's Board of Directors in a non-voting observer capacity and, in this respect, and 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 agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict the Advisory Director. At the request of interestthe Purchasers' Representative, or (ii) if such designee or Lundbeck is a Competitor key members of the Company. 's management and executive officers will meet with the Advisory Director no less than four (c4) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereoftimes per calendar year, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth at the Company's facilities and at the Company's expense. For purposes of the Restated Certificate)preceding sentence of this Section 7.15, a board of directors meeting shall constitute a meeting of key members of the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 directorsCompany's management; 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 key members of the Purchase Agreement and in accordance Company's management shall be available to meet with Section 4.1.1(a) the Advisory Director for a reasonable period of Part B of Article Fourth of the Restated Certificatetime prior to or following such board meetings. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE RA Capital owns all of the not less than 9,768,275 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE RA Capital to attend all meetings of its the Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so As long as Lundbeck Taiho owns of record at least fifty percent (50%) of the not less than 7,613,246 shares of capital stock Preferred Stock (or an equivalent amount of Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementupon conversion thereof), the Company shall invite a designee representative of Lundbeck Taiho to attend all meetings of the Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee copies representative 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 representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding , or if such Investor or its representative is a Competitor of the foregoing, this Section 3.4(cCompany. (c) shall terminate and be of no further force and effect upon the automatic conversion of any As long as ▇▇▇▇▇ owns not less than 7,137,418 shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed ▇▇▇▇▇ to attend all meetings of its the Board of Directors in a non-voting 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 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. Notwithstanding , or if such Investor or its representative is a Competitor of the foregoing, this Section 3.4(dCompany. (d) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Longwood owns not less than 6,185,763 shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital Longwood to attend all meetings of its the Board of Directors in a non-voting 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 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. Notwithstanding , or if such Investor or its representative is a Competitor of the foregoing, this Section 3.4(eCompany. (e) shall terminate and be of no further force and effect upon the automatic conversion of any As long as UPMC owns not less than 4,758,279 shares of Preferred Stock owned by RA Capital (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 Affiliates pursuant to Section 6.1 representative is a Competitor of the Purchase Agreement and in accordance with Section 4.1.1(aCompany. (f) As long as HBM Partners owns not less than 2,713,410 shares of Part B Preferred Stock (or an equivalent amount of Article Fourth Common Stock issued upon conversion thereof), the Company shall invite a representative of HBM Partners to attend all meetings of the Restated CertificateBoard 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. (a) As long as ARE owns all of the 5AM holds at least 11,321,376 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued or issuable upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant (subject to appropriate adjustment in the Purchase Agreement and all event of the shares any stock dividend, stock split, combination or other similar recapitalization of capital stock it purchases in any future financings of the Companysuch shares), the Company shall invite a representative of ARE 5AM to attend all meetings of its the Board of Directors in a non-voting 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 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 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 Competitor. The initial representative of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate5AM is P▇▇▇▇▇▇▇ ▇▇. (b) For so As long as Lundbeck owns of record Northpond holds at least fifty percent (50%) of the 8,269,463 shares of capital Common Stock issued or issuable upon shares of Preferred Stock (subject to appropriate adjustment in the event of any stock issued to Lundbeck in accordance with Section 4.2 dividend, stock split, combination or other similar recapitalization of the Exclusive License Agreementsuch shares), the Company shall invite a designee representative of Lundbeck Northpond to attend all meetings of the Board of Directors or any committee thereof in a non-voting nonvoting observer capacity andcapacity, and in this respect, respect the Company shall give such designee representative copies of all any notices, minutes, consents, and other materials that it provides related 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at each such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(cThe initial representative of Northpond is S▇▇▇▇ ▇. ▇▇▇▇▇▇. (c) shall terminate and be As long as Patient Square holds at least 13,583,265 shares of no further force and effect Common Stock issued or issuable upon the automatic conversion of any shares of Preferred Stock owned by Arix (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or its Affiliates pursuant to Section 6.1 other similar recapitalization of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatesuch shares), the Company shall invite a representative of OrbiMed Patient Square to attend all meetings of its the Board of Directors in a non-voting 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 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 counsel, result in disclosure of trade secrets or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of would violate any shares of Preferred Stock owned by OrbiMed agreement with any third party, or if such Investor or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Competitor. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE Perceptive Life Sciences Master Fund Ltd (“Perceptive”) owns all not less than fifty percent (50%) of the shares of the Series A B Preferred Stock it purchased under holds as of the Series A Purchase Agreement date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Perceptive to attend all meetings of its Board of Directors in a nonnonvoting observer capacity, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇-voting observer capacity ▇▇▇▇▇▇▇▇ and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so As long as Lundbeck RA Capital Healthcare Fund, L.P. (“RA Capital”) owns of record at least not less than fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock it holds as of the date hereof (or any an equivalent amount of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix RA Capital to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 representative is a competitor of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE MRL Ventures owns all of the not less than 600,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Companythereof , the Company shall invite a representative of ARE MRL Ventures to attend all meetings of its the Board of Directors in a non-voting 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 providedprovided (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 in a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompetitor. (b) For so As long as Lundbeck Hatteras Venture Partners owns of record at least fifty percent (50%) of the not less than 600,000 shares of capital stock Preferred Stock (or an equivalent amount of Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreementupon conversion thereof), the Company shall invite a designee representative of Lundbeck Hatteras Venture Partners to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 (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 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 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 (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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Competitor. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. If and for so long as (a) As long as ARE owns all of the [***] (along with any Affiliate thereof, collectively, “Sequoia”) holds at least 100,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or an equivalent amount other similar event with respect to such shares) or (b) [***] (along with any Affiliate thereof, collectively, “IVP”) holds at least 100,000 shares of Common Preferred Stock issued upon conversion thereof(as adjusted for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event with respect to such shares), all of then Sequoia (if the shares of Series B Preferred Stock it purchased pursuant condition set forth in subsection (a) is satisfied) and IVP (if the condition set forth in subsection (b) is satisfied) shall each be permitted to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the select a representative (a “Representative”). The Company shall invite each such Representative to attend, in a representative of ARE to attend nonvoting capacity, all meetings of its Board of Directors in a non-voting observer capacity 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 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 exclude any information and Representative from access to exclude such representative from any material or meeting or portion thereof if access the Company believes upon advice of counsel that such exclusion is reasonably necessary to such information or attendance at such meeting could adversely affect preserve the attorney-client privilege between the Company and its counsel or result in disclosure of to protect trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor of the Company. Notwithstanding Each Representative acknowledges that the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned information received by ARE it pursuant to Section 6.1 this Agreement may be confidential and for the Representative’s use only, and it shall not use such confidential information in violation of the Purchase Agreement 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, and its attorneys), except in accordance connection with Section 4.1.1(a) the exercise of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License rights under this Agreement, 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 designee of Lundbeck be sent to attend all meetings of the Board of Directors Sequoia’s or any committee thereof in a non-voting observer capacity andIVP’s address, in this respectas applicable, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE 5AM owns all of the not less than 1,000,000 shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyStock, the Company shall invite a representative of ARE 5AM, which individual shall initially be ▇▇▇▇▇ ▇▇▇▇, to attend all meetings of its the Board of Directors in a nonnonvoting 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-voting 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; (b) As long as RAC owns not less than 1,000,000 shares of Preferred Stock, the Company shall invite a representative of RAC, 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 (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 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; (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. Notwithstanding Any person other than the foregoing, 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 3.4(a) 3.3 shall terminate be mutually agreeable to the applicable appointing Investor and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and Requisite Directors then in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificateoffice. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE owns all entities controlling, controlled by or under common control with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (“Qualcomm”) own not less than fifty percent (50%) of the shares aggregate number of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased acquired pursuant to the that certain Series B Purchase Agreement and all dated as of the shares of capital stock it purchases in any future financings of the CompanyDecember 1, 2006, the Company shall invite a representative of ARE Qualcomm, who shall be reasonably acceptable to the Company, to attend all meetings of its Board of Directors in a non-voting 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 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 the Company reasonably determines (i) access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel counsel, (ii) access to such information or attendance at such meeting could result in disclosure of trade secrets secrets, and (iii) access to such information or attendance at such meeting could result in a conflict of interest, or if such Investor interest between Qualcomm or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee copies of all notices, minutes, consentsits counsel. Qualcomm agrees, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; providedany representative of Qualcomm will agree, however, that such representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered it or learned by it in violation of connection with its rights under this provisionAgreement, except to the extent otherwise required by law and shallany other regulatory process to which Qualcomm is subject. Qualcomm also agrees to execute a Non-Disclosure Agreement, as a condition which is in form and substance satisfactory to their attendance at meetings of the Board of Directors or any committee thereof Qualcomm and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) The rights described herein shall terminate and be of no further force and or effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 earliest of the Purchase Agreement and in accordance with Section 4.1.1(adate of: (i) the closing of an Initial Public Offering or (ii) when the Company first becomes subject to the periodic reporting requirement of Sections 12(g) or 15(d) of Part B the Securities Exchange Act of Article Fourth of the Restated Certificate1934, as amended. The confidentiality provision hereof will survive any such termination. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (a) As long as ARE Highland Capital Partners 9 Limited Partnership, Highland Capital Partners 9-B Limited Partnership, Highland Entrepreneurs’ Fund 9 Limited Partnership and/or their affiliates (collectively, “Highland Capital Partners”) owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount shares of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE Highland Capital Partners to attend all meetings of its Board of Directors in a non-voting 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, except that such representative may provide such information to Highland Capital Partners for purposes of monitoring its investment in the Company; and provided further, further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if if, upon advice of counsel to the Company, access to such information or attendance at such meeting could 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, or if such Investor or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of i Ventures and/or its Affiliates own any affiliates owns shares of Series B Preferred Stock (or any shares of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix i Ventures to attend all meetings of its Board of Directors in a non-voting 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, except that such representative may provide such information to i Ventures for purposes of monitoring its investment in the Company; and provided further, further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if if, upon advice of counsel to the Company, access to such information or attendance at such meeting could 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (dc) As long as OrbiMed Private Investments VII▇▇▇▇▇ Capital Fund II, LP L.P. (“OrbiMed▇▇▇▇▇”) or any of and/or its Affiliates own any affiliates owns shares of Series B C Preferred Stock (or any shares of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed ▇▇▇▇▇ to attend all meetings of its Board of Directors in a non-voting 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, except that such representative may provide such information to ▇▇▇▇▇ for purposes of monitoring its investment in the Company; and provided further, further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if if, upon advice of counsel to the Company, access to such information or attendance at such meeting could 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 ▇. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any ▇▇▇▇ Price Investor owns shares of Preferred Stock owned by OrbiMed (or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital ▇. ▇▇▇▇ Price to attend all meetings of its Board of Directors in a non-voting 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 directorsdirectors (including with respect to all committees, including executive sessions); 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, except that such representative may provide such information to the ▇. ▇▇▇▇ Price Investors for purposes of monitoring their investment in the Company; and provided further, further that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if if, upon advice of counsel to the Company, access to such information or attendance at such meeting could 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. Notwithstanding the foregoing, this Section 3.4(e. (e) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Durable owns shares of Preferred Stock owned by RA Capital (or shares of Common Stock issued upon conversion thereof), the Company shall invite a representative of Durable to attend all meetings of its Affiliates pursuant 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 Section 6.1 of its directors at the Purchase Agreement same time and in accordance the same manner as provided to such directors (including with Section 4.1.1(a) 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 Part B 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 Article Fourth 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 the Restated Certificatetrade secrets or a conflict of interest.

Observer Rights. (a) As long as ARE owns all RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. or any of the their respective Affiliates (collectively, “RTW”) hold any shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount shares of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE RTW to attend all meetings of its the Board of Directors in a non-voting 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 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 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 direct conflict of interest, or if such Investor or its representative is a Competitor of the Company. RTW shall be responsible to the 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). (b) As long as Apple Tree Partners IV, L.P. or any of its Affiliates (“ATP”) holds any shares of Preferred Stock (or shares of Common Stock issued upon conversion thereof) the Company shall invite a representative of ATP 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. Notwithstanding ATP shall be responsible to the foregoingCompany 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, this Section 3.4(aLP or any of its Affiliates (“Cormorant”) shall terminate and be of no further force and effect upon the automatic conversion of holds any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the or shares of capital stock Common Stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, upon conversion thereof) the Company shall invite a designee representative of Lundbeck Cormorant to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding Cormorant shall be responsible to the foregoing, Company for any disclosure or misuse of any information provided under this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or that results from its Affiliates pursuant representative’s failure to Section 6.1 of the Purchase Agreement and in accordance comply with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatethis Subsection 3.4(c). (d) As long as OrbiMed Private Investments VIIRA Capital Healthcare Fund, LP (“OrbiMed”) L.P. or any of its Affiliates own (“RA Capital”) holds any shares of Series B Preferred Stock (or any shares of Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed RA Capital to attend all meetings of its the Board of Directors in a non-voting 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 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. Notwithstanding RA Capital shall be responsible to the foregoing, Company for any disclosure or misuse of any information provided under this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or that results from its Affiliates pursuant representative’s failure to Section 6.1 of the Purchase Agreement and in accordance comply with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatethis Subsection 3.4(d). (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.

Observer Rights. (ai) As long as ARE SV Health Investors owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE SV Health Investors to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(asecrets. (ii) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Alta Partners owns shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix Alta Partners to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(csecrets. (iii) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Skyline Ventures own shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed Skyline Partners to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(dsecrets. (iv) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Lilly Ventures own shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital Lilly Ventures to attend all meetings of its Board of Directors in a non-voting 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 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatesecrets.

Observer Rights. (a) As long as ARE owns all of the shares of Commencing from the Series A Preferred Stock it purchased under B Board Reduction Date (as defined in the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereofVoting Agreement), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE designated by Prysm to attend all meetings of its the Board of Directors in a non-voting 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 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 (i) access to such information or attendance at such meeting could 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, or if such Investor (ii) Prysm or its representative is a Competitor of the Company. Notwithstanding the foregoing, this Section 3.4(aor (iii) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificatePrysm or its representative is a Sanctioned Party. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the The Company shall invite a designee of Lundbeck two representatives designated by CSGC to attend all meetings of the Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would or result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the The Company shall invite a representative of Arix designated by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to attend all meetings of its the Board of Directors in a non-voting 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 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 (i) access to such information or attendance at such meeting could 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. Notwithstanding the foregoing, this Section 3.4(c(ii) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(arepresentative is a Competitor, (iii) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(arepresentative is a FOIA Party or (iv) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Sanctioned Party.

Observer Rights. (a) As long as ARE owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement funds managed by MPM Asset Management LLC (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Companyits Affiliates) (“MPM”) own Registrable Securities, the Company shall invite a representative of ARE MPM to attend all meetings of its the Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompetitor. (b) For so As long as Lundbeck EcoR1 owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License AgreementRegistrable Securities, the Company shall invite a designee representative of Lundbeck EcoR1 to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or if such Investor or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Competitor. (dc) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any Novartis owns at least 500,000 shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)Registrable Securities, the Company shall invite a representative of OrbiMed Novartis to attend all meetings of its the Board of Directors in a non-voting 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 trust provided further, that the Company reserves the right to withhold any information and to act 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 fiduciary 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 with respect 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. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or if such Investor or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Competitor. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate)Janus owns Registrable Securities, the Company shall invite a representative of RA Capital Janus to attend all meetings of its the Board of Directors in a non-voting 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 trust provided further, that the Company reserves the right to withhold any information and to act 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 fiduciary 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 with respect 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or if such Investor or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificaterepresentative is a Competitor.

Observer Rights. (a) As long as ARE SV Life Sciences Fund IV, L.P. (“SV Life Sciences”) owns all of the shares of the Series A Preferred Stock it purchased under the Series A Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), all of the shares of Series B Preferred Stock it purchased pursuant to the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the Company, the Company shall invite a representative of ARE SV Life Sciences to attend all meetings of its Board of Directors in a non-voting 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, interest or if such Investor or its representative is a Competitor disclosure of the Company. Notwithstanding the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatehighly confidential proprietary information. (b) For so long as Lundbeck owns of record at least fifty percent (50%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 of the Exclusive License Agreement, the Company shall invite a designee of Lundbeck to attend all meetings of the Board of Directors or any committee thereof in a non-voting observer capacity and, in this respect, shall give such designee 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 and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited Clarus Lifesciences II, L.P. (“ArixClarus”) or any of its Affiliates own any owns shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix Clarus to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(cinterest or disclosure of highly confidential proprietary information. (c) shall terminate and be of no further force and effect upon the automatic conversion of any As long as Novo A/S owns shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed Novo A/S to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoinginterest or disclosure of highly confidential proprietary information. (d) As long as SV Life Sciences, this Section 3.4(dNovo A/S, HBM Healthcare Investments (Cayman) shall terminate and be of no further force and effect upon the automatic conversion of any Ltd. (“HBM”) or Clarus owns shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital each of SV Life Sciences, Novo A/S, HBM or Clarus, as applicable, to attend all meetings of its Board of Directors the Company’s scientific or other advisory boards in a non-voting 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 the members of such boards at the same time and in the same manner as provided to such directorsmembers; 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be interest or disclosure of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificatehighly confidential proprietary information.

Observer Rights. (a) As long as ARE MVM (together with its Affiliates) owns all not less than fifty percent (50%) of the shares of the Series A Preferred Stock it purchased under owns on the Series A Purchase Agreement date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), all of the ) and no such shares of Series B Preferred Stock it purchased have been converted into Common Stock pursuant to a Special Mandatory Conversion (as defined in the Purchase Agreement and all of the shares of capital stock it purchases in any future financings of the CompanyPrior Certificate), the Company shall invite a representative of ARE MVM to attend all meetings of its Board of Directors in a non-voting 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 if: (i) 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 interestcounsel, or if such Investor or its representative is a Competitor of (ii) the Company. Notwithstanding , acting in good faith, believes that access to such information is reasonably likely to be detrimental to the foregoing, this Section 3.4(a) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by ARE pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (b) For so As long as Lundbeck ▇▇▇▇▇▇▇ ▇▇▇▇▇ owns of record at least fifty not less than two percent (502%) of the shares of capital stock issued to Lundbeck in accordance with Section 4.2 total Common Stock of the Exclusive License AgreementCompany then outstanding (assuming full conversion and/or exercise, as applicable, of all outstanding Derivative Securities), the Company shall invite a designee of Lundbeck ▇▇▇▇▇▇▇ ▇▇▇▇▇ to attend all meetings of the its Board of Directors or any committee thereof in a non-voting nonvoting observer capacity and, in this respect, shall give such designee ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ hereby agrees to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided, it being understood that such representative may disclose the information so provided to Lundbeck without being considered in violation of this provision, and shall, as a condition to their attendance at meetings of the Board of Directors or any committee thereof and receipt of information and materials hereunder, sign a confidentiality agreement with the Company in such form as the Company may reasonably request; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof (i) if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel (on the advice of Lundbeck’s counsel), would result in disclosure of trade secrets to persons or parties other than such designee or Lundbeck or would cause a conflict of interest, or (ii) if such designee or Lundbeck is a Competitor of the Company. (c) As long as Arix Bioscience Holdings Limited (“Arix”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of Arix to attend all meetings of its Board of Directors in a non-voting 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 if: (i) access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel counsel, or result (ii) the Company, acting in disclosure of trade secrets or a conflict of interest. Notwithstanding the foregoinggood faith, this Section 3.4(c) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by Arix or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate. (d) As long as OrbiMed Private Investments VII, LP (“OrbiMed”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of OrbiMed to attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials believes 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 is reasonably likely to be detrimental to the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. Notwithstanding the foregoing, this Section 3.4(d) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by OrbiMed or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated CertificateCompany. (e) As long as RA Capital Healthcare Fund, L.P. (“RA Capital”) or any of its Affiliates own any shares of Series B Preferred Stock (or any Common Stock issued upon conversion thereof, other than pursuant to Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate), the Company shall invite a representative of RA Capital to attend all meetings of its Board of Directors in a non-voting 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. Notwithstanding the foregoing, this Section 3.4(e) shall terminate and be of no further force and effect upon the automatic conversion of any shares of Preferred Stock owned by RA Capital or its Affiliates pursuant to Section 6.1 of the Purchase Agreement and in accordance with Section 4.1.1(a) of Part B of Article Fourth of the Restated Certificate.