Common use of Observer Rights Clause in Contracts

Observer Rights. As long as Xxxx owns not less than twenty-five percent (25%) 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 Xxxx 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 information and materials that it provides to its directors; provided, however, that (i) such representative shall agree to hold in confidence all information so provided, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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 representative is a Competitor of the Company.

Observer Rights. As long as Xxxx Novartis owns not less than twenty-five percent (25%) of the shares of the Series B Preferred Stock it is purchasing under issued and outstanding capital stock of the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof)Company, the Company shall invite a representative of Xxxx Novartis 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 information and materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that (i) such representative shall agree to hold in confidence and trust with respect to all information so provided; and provided further, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if the Board of Directors has reasonably and unanimously (excluding any member of the Board of Directors who is affiliated with Novartis) determined that access to such information or attendance at such meeting could (a) would upon advice from the Company’s qualified legal counsel, adversely affect the attorney-client privilege between the Company and its counsel or counsel, (b) would result in disclosure of trade secrets or secrets, (c) would result in a conflict of interest, or (d) if such Investor or its representative is a Competitor of the Company.

Observer Rights. As So long as Xxxx Cove Investors I, LLC and Cove Investors II, LLC (collectively, “Cove”) collectively owns not less than twenty-five percent (25%) of the 1,090,180 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the Series B Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereofdate hereof), the Company shall invite a one (1) representative of Xxxx Cove 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 information and materials that it provides to its directors; provided, however, that (i) 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, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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. As long as Xxxx owns not less than twenty-five percent (25%) Each of the Index Holder, New Leaf Holder, Advent Holder, Aisling Holder, Sofinnova Holder and Amunix, so long it owns at least 1,000,000 shares of the Series B Preferred Stock it is purchasing under (subject to appropriate adjustment for stock splits, stock dividends, combinations or the Purchase Agreement like) (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite be entitled to have a representative of Xxxx to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, minutes, consents, consents and other information and materials that it provides to its directors; provided, however, that (i) 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, (ii) such representative does not serve as an employeeprovided further, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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 CompanyCompetitor.

Observer Rights. As long as Xxxx any Major Investor together with its affiliates owns not less than twenty-five fifty percent (2550%) of the shares of the Series B Preferred Stock it originally purchased or is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof), the Company shall invite a representative of Xxxx each such Major Investor to attend all meetings of the 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 information and materials that it provides to its directorsdirectors (collectively, “Company Board Materials”); provided, however, that (i) such representative representatives shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information Company Board Materials so provided; and, (ii) such representative does not serve as an employeeprovided further, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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, or if such Major Investor or its representative is a Competitor direct competitor of the Company.

Observer Rights. As long as Xxxx an Investor (together with its Affiliates) owns not less than twenty-five percent (25%) of the 4,500,000 shares of the Series B C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof)Stock, the Company shall invite a representative of Xxxx each Investor 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 information and materials that it provides to its directors; provided, however, that (i) except with respect to such observer rights held by the Lead Investors, such observer rights shall expire on December 31, 2020 unless extended for additional one-year terms by the approval of the Board of Directors (including a majority of the Preferred Directors) and (ii) such representative shall agree to hold in confidence and trust all information so provided; and provided further, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company.

Observer Rights. As long as Xxxx Vida Ventures, LLC and its Affiliates (“Vida Ventures”) owns not less than twenty-five twenty percent (2520%) 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 the conversion thereof), the Company shall invite a representative of Xxxx Vida 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 information and materials that it provides to its directorsdirectors at the same time and in the same manner as provided to any other member of the Board; provided, however, that (i) 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, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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 the disclosure of trade secrets or a conflict of interest, or if such representative is a Competitor of the Company.

Observer Rights. As Upon written notice of Investor, so long as Xxxx owns not less than twenty-five Investor holds at least ten percent (2510%) of the shares of the Series B Preferred Stock it then issued and outstanding Common Shares (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) and the Investor Director is purchasing under not a then-current member of the Purchase Agreement (or an equivalent amount Board of Common Stock issued upon conversion thereof)Directors, the Company shall invite a representative of Xxxx Investor 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 information and materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that (i) such representative shall agree to hold in confidence all information so provided; and provided further, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a Competitor competitor of the Company.

Observer Rights. As long as Xxxx [_____] owns not less than twenty-five [_____] percent [(25____%) )] of the shares of the [Series B A] 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 Xxxx [_____] to attend all meetings of the 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 information and materials that it provides to its directors [at the same time and in the same manner as provided to such directors]; provided, however, that (i) 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, (ii) such representative does not serve as an employee, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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.Company.]34

Observer Rights. (a) As long as Xxxx Domain Partners VII, L.P. or its Affiliates (collectively, “Domain”) owns not less than twenty-five percent 400,000 shares (25%appropriately adjusted for any stock split, dividend, combination or other recapitalization) 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 Xxxx Domain, initially Xxxxx Xxxxx, to attend all meetings of the its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, consents and other information and materials that it provides to its directors; provided, however, that (i) 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, (ii) such representative does not serve as an employeeprovided further, director or board observer of, or as a consultant to, any Competitor of the Company, and (iii) 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-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 Domain or its representative is or is affiliated with a Competitor direct competitor of the Company.