Common use of Observer Rights Clause in Contracts

Observer Rights. As long as Astellas Venture Management LLC (“Astellas”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Astellas to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representatives is a competitor of the Company.

Observer Rights. As So long as Astellas Venture Management LLC Applied Genomic Technology Capital Fund, L.P., together with its Affiliates (“AstellasFlagship”) ), owns not less than fifty percent (50%) of the at least 1,000,000 shares of the Preferred Stock it owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite a allow one representative of Astellas designated by Flagship to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. As So long as ▇▇▇▇▇ Bio Ventures Limited Partnership Venrock Partners, L.P., together with its Affiliates (“▇▇▇▇▇Venrock”) ), owns not less than fifty percent (50%) of the at least 1,000,000 shares of the Preferred Stock it owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite a allow one representative of ▇▇▇▇▇ designated by Venrock to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. As So long as ▇▇▇▇▇ OrbiMed Advisors, LLC, together with its Affiliates (“OrbiMed”), owns not less than fifty percent (50%) of the at least 1,000,000 shares of the Preferred Stock it owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite a allow one representative of ▇▇▇▇▇ designated by OrbiMed to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. As So long as Perceptive Bessemer Venture Partners, together with its Affiliates (“Bessemer”), owns not less than fifty percent (50%) of the at least 750,000 shares of the Preferred Stock it owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite a allow one representative of Perceptive designated by Bessemer to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. As So long as Citadel Multi-Strategy Equities Master QVT Fund Ltd. and LP, together with its Affiliates (“SurveyorQVT”) ), owns not less than fifty percent (50%) of the at least 750,000 shares of the Preferred Stock it owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite a allow one representative of Surveyor designated by QVT to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. As So long as Celgene Switzerland LLC and Celgene Corporation MPM BioEquities Master Fund LP, together with its Affiliates (collectively“MPM”), “Celgene”) own not less than fifty percent (50%) of the owns at least 1,000,000 shares of the Preferred Stock they owns as of the date hereof (Stock, or an equivalent amount of Common Stock issued upon conversion thereof, as (such minimum number of shares to be appropriately adjusted for to take account of any stock splitssplit, stock dividendsdividend, recapitalization, reorganizations and combination of shares or the like), the Company Corporation shall invite allow one representative designated by MPM to attend all meetings of the Corporation’s Board of Directors in a nonvoting capacity. So long as (i) Celgene, together with its Affiliates, owns at least 1,000,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like) and (ii) no officer or other employee of Celgene is otherwise a member of the Corporation’s Board of Directors, the Corporation shall allow one representative of designated by Celgene to attend all meetings of the Corporation’s Board of Directors in a nonvoting observer capacity. The CompanySo long as (i) Alkermes, Inc., together with its Affiliates (“Alkermes”), owns at least 1,000,000 shares of Preferred Stock, or Common Stock issued upon conversion thereof, (such minimum number of shares to be appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like) and (ii) no officer or other employee of Alkermes is otherwise a member of the Corporation’s Board of Directors, the Corporation shall allow one representative designated by Alkermes to attend all meetings of the Corporation’s Board of Directors in this respecta nonvoting capacity. In connection therewith, the Corporation shall give each such representatives representative copies of all notices, minutes, consents, minutes and other materials that it materials, financial or otherwise, which the Corporation provides to its directors at the same time and in the same manner as its directorsBoard of Directors; provided, however, that if such representatives shall agree representative does not, before attending any board meetings, execute and deliver to hold the Corporation a confidentiality agreement substantially in confidence all information so provided; the form attached hereto as Exhibit 4.14 (or in the case of Alkermes’s Designated Board Observer, a confidentiality agreement substantially in the form of the Confidential Disclosure Agreement between the Corporation and provided furtherAlkermes, that the Company reserves the right dated December 3, 2009), such representative may be excluded from access to withhold any information and to exclude such representatives from any material or meeting or portion thereof if the Board of Directors of the Corporation determines in good faith that such exclusion is reasonably necessary to protect highly confidential proprietary information of the Corporation or confidential proprietary information of third parties that the Corporation is required to hold in confidence, or for other similar reasons. Any such representative may also be excluded from access to any material or meeting or portion thereof if the Corporation believes, upon advice of counsel, that such information or attendance at such meeting would be exclusion is reasonably likely necessary to adversely affect preserve the attorney-client privilege between privilege. Notwithstanding the Company foregoing, any Designated Board Observer may be excluded from access to any material or meeting or portion thereof if the Board of Directors of the Corporation determines in good faith that any of the following circumstances apply: (a) such material or meeting or portion thereof contains highly confidential proprietary information of the Corporation; (b) the subject of the material or meeting or portion thereof relates to the Corporation’s relationship with the party that has designated such Designated Board Observer or any of such party’s Affiliates; (c) the Corporation and its counsel the party that has designated the Designated Board Observer have conflicting interests relating to any matters scheduled to be discussed or result in disclosure presented at such meeting; or (d) access of trade secrets the Designated Board Observer to such material or a conflict meeting or portion thereof would (i) violate the Corporation’s obligations with respect to confidential proprietary information of interestthird parties, (ii) adversely affect the ability of the Corporation to successfully negotiate any ongoing or potential business transactions or relationships, or if such Investor (iii) adversely affect the competitive position of the Corporation or its representatives is a competitor of the Companybusiness.

Observer Rights. As long as Astellas Venture Management GPP – Connecture, LLC and its Affiliates (“AstellasGPP”) owns not less than fifty percent (50%) of the 5,000,000 shares of the Preferred Series B Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted in each case subject to appropriate adjustment for stock splits, stock dividendscombinations, recapitalizationrecapitalizations or the like with respect to such shares), reorganizations and does not have a representative then serving on the like)Board, the Company shall invite a representative of Astellas GPP to attend all meetings of the its Board of Directors (and any committee thereof) in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership SSM Venture Partners II, L.P. and its Affiliates (“▇▇▇▇▇SSM”) owns not less than fifty percent (50%) of the 2,500,000 shares of the Preferred Series A Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted in each case subject to appropriate adjustment for stock splits, stock dividendscombinations, recapitalizationrecapitalizations or the like with respect to such shares), reorganizations and does not have a representative then serving on the like)Board, the Company shall invite a representative of ▇▇▇▇▇ SSM to attend all meetings of the its Board of Directors (and any committee thereof) in a nonvoting observer capacity. As long as ▇▇▇▇▇ Live Oak Equity Partners, L.P. and its Affiliates (“Live Oak”) owns not less than fifty percent (50%) of the 2,500,000 shares of the Preferred Series A Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted in each case subject to appropriate adjustment for stock splits, stock dividendscombinations, recapitalizationrecapitalizations or the like with respect to such shares), reorganizations and does not have a representative then serving on the like)Board, the Company shall invite a representative of ▇▇▇▇▇ Live Oak to attend all meetings of the its Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%and any committee thereof) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, Company shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its provided to such directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to 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. The Company shall reimburse the reasonable costs and expenses of each observer of GPP, or if such Investor or its representatives is a competitor SSM and Live Oak incurred in attending meetings of the Board (including any meeting of committees of the Board) and any other meetings or events attended on behalf of the Company at the Company’s request.

Observer Rights. As long as Astellas Venture Management LLC (“Astellas”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Astellas to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns own as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Fosun Industrial Co., Limited (“Fosun”) owns not less than 3,489,589 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Fosun to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representatives is a competitor of the Company.” (b) Section 5.10 of the ▇▇▇ is hereby amended and restated in its entirety to read as follows:

Observer Rights. As For so long as Astellas Venture Management LLC (“Astellas”) owns not less than fifty percent (50%) of the shares of SJF Investors hold in the Preferred Stock it owns as of aggregate at least the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)SJF Requisite Amount, the Company SJF Investors shall invite have the right to have one representative, who shall not be a representative of Astellas to Competitor, selected by the SJF Investors attend all meetings of the Board of Directors by phone or in a nonvoting observer capacityperson (the “SJF Observer”) at the SJF Observer’s own expense and to receive materials provided to directors at such meetings. As For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of Investeco Investors hold in the Preferred Stock it owns as of aggregate at least the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)Investeco Requisite Amount, the Company Investeco Investors shall invite have the right to have one representative, who shall not be a representative of ▇▇▇▇▇ to Competitor, selected by the Investeco Investors attend all meetings of the Board of Directors by phone or in a nonvoting observer capacityperson (the “Investeco Observer”) at the Investeco Observer’s own expense and to receive materials provided to directors at such meetings. As For so long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of Arborview Investor holds in the Preferred Stock it owns as of aggregate at least the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)Arborview Requisite Amount, the Company Arborview Investor shall invite have the right to have one representative, who shall not be a representative of ▇▇▇▇▇ to Competitor, selected by the Arborview Investor attend all meetings of the Board of Directors by phone or in a nonvoting observer capacityperson (the “Arborview Observer”) at the Arborview Observer’s own expense and to receive materials provided to directors at such meetings. As For so long as Perceptive owns not less than fifty percent (50%) of the shares of Sunrise Investor holds in the Preferred Stock it owns as of aggregate at least the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)Sunrise Requisite Amount, the Company Sunrise Investor shall invite have the right to have one representative, who shall not be a representative of Perceptive to Competitor, selected by the Sunrise Investor attend all meetings of the Board of Directors by phone or in a nonvoting observer capacityperson (the “Sunrise Observer”) at the Sunrise Observer’s own expense and to receive materials provided to directors at such meetings. As For so long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of Manna Investor holds in the Preferred Stock it owns as of aggregate at least the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)Manna Requisite Amount, the Company Manna Investor shall invite have the right to have one representative, who shall not be a representative of Surveyor to Competitor, selected by the Manna Investor attend all meetings of the Board of Directors by phone or in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation person (collectively, the “CelgeneManna Observer”) at the Manna Observer’s own not less than fifty percent (50%) expense and to receive materials provided to directors at such meetings. None of the shares SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer shall be entitled to vote at the meetings of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereofBoard, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite have the right not to provide materials and to exclude the attendance and/or participation of any of the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer or the Manna Observer, or all of the foregoing, from any portion of a representative of Celgene to attend all meetings meeting of the Board or as to any materials in which such participation or the provision of Directors in a nonvoting observer capacity. The such materials could jeopardize (a) the Company, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides ’s ability to its directors at the same time and in the same manner as its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to adversely affect the assert attorney-client privilege between privilege, (b) the Company and its counsel Company’s ability to maintain confidentiality or result in disclosure of trade secrets secret status with respect to the matters being discussed or a conflict of interest, presented or if such Investor or its representatives is a competitor (c) the ability of the CompanyBoard to discharge its fiduciary obligations. The Company will provide the SJF Observer, the Investeco Observer, the Arborview Observer, the Sunrise Observer, and the Manna Observer with notice of its Board meetings to the same extent it provides notice of such meetings to directors as required by its Bylaws.

Observer Rights. As long as Astellas Venture Management LLC (“Astellas”a) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the The Company shall invite a representative of Astellas RA Capital Management, L.P. (“RA Capital”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Companycapacity and, in this respect, shall give such representatives 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, so long as RA Capital owns not less than fifty percent (50%) of the shares of Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; (b) The Company shall invite a representative of Omega Fund VII, L.P. (“Omega”) to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors, so long as Omega owns not less than fifty percent (50%) of the shares of Preferred Stock it owns (or an equivalent amount of Common Stock issued upon conversion thereof) as of the Closing (as defined in the Purchase Agreement), which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; (c) The Company shall invite a representative of BWP SPV LLC (“Braidwell”) 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, so long as Braidwell owns not less than fifty percent (50%) of the shares of Series C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) at the Closing, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; (d) The Company shall invite a representative of Deerfield Partners, L.P. and/or Deerfield Private Design Fund V, L.P. (collectively, “Deerfield”) 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, so long as Deerfield owns not less than fifty percent (50%) of the shares of Series C Preferred Stock it is purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) at the Closing, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; (e) The Company shall invite a representative of Bioqube Factory Fund I CommV (“Bioqube”) 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, so long as Bioqube owns not less than fifty percent (50%) of the shares of Preferred Stock it owns (or an equivalent amount of Common Stock issued upon conversion thereof) as of the Closing, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; and (f) The Company shall invite a representative of Acorn Bioventures, L.P. (“Acorn”) 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, so long as Acorn owns not less than fifty percent (50%) of the shares of Preferred Stock it owns (or an equivalent amount of Common Stock issued upon conversion thereof) as of the Closing, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; (g) The Company shall invite a representative of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Biotech Innovation Master Fund Limited (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇”) 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, so long as ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and its Affiliates owns not less than fifty percent (50%) of the shares of Preferred Stock it owns (or an equivalent amount of Common Stock issued upon conversion thereof) as of the Closing, which number is subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like; provided, however, in the case of clauses (a) through (g), that such representatives 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 representatives 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 a conflict of interest, or if such Investor or its representatives representative is a competitor Competitor of the Company.

Observer Rights. As long as Astellas Venture Management LLC (“Astellas”) IBL Corporation owns not less than fifty percent (50%) of the 150,000 shares of the Series A Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Astellas IBL Corporation to attend all meetings of the its Board of Directors Directors, at its own expense, in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) 360 Capital owns not less than fifty percent (50%) of the 200,000 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ 360 Capital who is either a Metromail employee or an individual designated by 360 Capital who is reasonably acceptable to the Board of Directors to attend all meetings of the its Board of Directors Directors, at its own expense, in a nonvoting observer capacity. As For so long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the AOL and its affiliates collectively hold at least 364,166 shares of the Series E Preferred Stock it owns as (appropriately adjusted for any stock split, dividend, combination or other recapitalization) or the equivalent number of the date hereof (or an equivalent amount shares of Common Stock issued upon conversion thereof, as adjusted for stock splitsor any equivalent combination of shares of Series E Preferred Stock and Common Stock issued upon conversion thereof, stock dividends, recapitalization, reorganizations and do not have a representative on the like)Company's Board of Directors, the Company shall invite a representative of ▇▇▇▇▇ designated by AOL to attend all meetings of its Board of Directors, at its own expense, in a nonvoting observer capacity (the "AOL Observer"). The Company shall provide such representatives with the same financial and other information that is provided to the members of the Board of Directors in connection with any meetings of the Board of Directors of the Company, subject to the limitations set forth in this Section 2.4. As a condition of the rights granted in this Section, each of IBL Corporation and 360 Capital agree to hold in confidence and trust and to act in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive fiduciary manner with respect to attend all information provided in connection with any meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereofCompany, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a AOL and each representative of Surveyor IBL Corporation, 360 Capital and AOL shall agree to attend all sign a customary nondisclosure agreement to hold in confidence any information provided in connection with any meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereofCompany; and, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directors; provided, however, that such representatives shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives a representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure counsel. If any information is so withheld from the representative of trade secrets or a conflict of interestAOL, or if the Company shall notify such Investor or its representatives is a competitor representative of the Companygeneral subject matter of such information. The Company shall pay the reasonable expenses for a representative of 360 Capital, Hummer-Winblad Venture Partners II, L.P., 21st Century Internet Fund, L.P., Convergence Ventures I, L.P. and AOL to attend meetings of the Board of Directors of the Company that are held more than fifty miles from San Francisco International Airport.

Observer Rights. As (a) Unless the Series C Director is serving on the Board and is an employee, consultant or advisor of Stonebridge-Highland, Stonebridge, or Highland or their respective Affiliates, for as long as Astellas Venture Management LLC (“Astellas”) Stonebridge-Highland owns not less than fifty percent (50%) of the at least 13,586,957 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination, or similar transaction effected after the likedate hereof), the Company shall will invite a representative of Astellas Stonebridge-Highland reasonably acceptable to the Company (which will initially be N▇▇▇ ▇▇▇▇▇) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As ; (b) unless the Series C Director is serving on the Board and is an employee, consultant or advisor of Coatue US 21 LLC or its Affiliates (“Coatue”), for as long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) Coatue owns not less than fifty percent (50%) of the at least 13,586,957 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination or similar transaction effected after the likedate hereof), the Company shall will invite a representative of ▇▇▇▇▇ Coatue reasonably acceptable to the Company (the “Coatue Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As ; and (c) for as long as ▇▇▇▇▇ OrbiMed owns not less than fifty percent (50%) of the at least 8,152,175 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination, or similar transaction effected after the likedate hereof), the Company shall will invite a representative of ▇▇▇▇▇ OrbiMed reasonably acceptable to the Company (the “OrbiMed Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall will give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directorsprovided to such directors (with respect to Stonebridge-Highland’s observer, without following the procedures in Section 3.6); provided, however, that such representatives shall will agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided and will not disclose such information to any other persons; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to 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 representatives is a competitor Competitor of the Company.

Observer Rights. (a) As long as Astellas Venture Management LLC (“Astellas”) owns not less than fifty percent (50%) of the 5AM Ventures continues to own beneficially any shares of the Preferred Common Stock it owns as of the date hereof (or an equivalent amount including shares of Common Stock issued or issuable upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the likeof any class or series of Preferred Stock), the Company shall invite a representative of Astellas 5AM Ventures (the “5AM Ventures Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors any committee thereof in a nonvoting observer capacity. The Company, in this respect, Company shall give such representatives the 5AM Ventures 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 that it provides to the members of the Board of Directors or any of its directorscommittees; provided, however, that such representatives 5AM Ventures shall, and shall agree to cause the 5AM Ventures Observer to, hold in confidence all information so providedprovided in accordance with Subsection 3.5; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives the 5AM Ventures Observer from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (b) As long as the Fidelity Investors continue to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Fidelity (the “Fidelity Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Fidelity Observer, or Fidelity if such Investor or its representatives no Fidelity Observer is a competitor then designated by Fidelity, copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the CompanyBoard of Directors or any of its committees; provided, however, that Fidelity shall, and shall cause the Fidelity Observer to, hold in confidence all information so provided in accordance with Subsection 3.5; and provided further, that the Company reserves the right to withhold any information and to exclude the Fidelity Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (c) As long as Viridian continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Viridian (the “Viridian Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Viridian Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Board of Directors or any of its committees; provided, however, that Viridian shall, and shall cause the Viridian Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Viridian Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (d) As long as Venrock continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite two representatives of Venrock (the “Venrock Observers”), who shall initially be ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Venrock Observers copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Board of Directors or any of its committees; provided, however, that Venrock shall, and shall cause the Venrock Observers to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Venrock Observers from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (e) As long as Fairmount continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Fairmount (the “Fairmount Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Fairmount Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Board of Directors or any of its committees; provided, however, that Fairmount shall, and shall cause the Fairmount Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Fairmount Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest. (f) As long as Tellus continues to own beneficially any shares of Common Stock (including shares of Common Stock issued or issuable upon conversion of any class or series of Preferred Stock), the Company shall invite a representative of Tellus (the “Tellus Observer”) to attend all meetings of the Board of Directors and any committee thereof in a nonvoting observer capacity. The Company shall give the Tellus Observer copies of all notices, minutes, consents, and other materials at the same time and in the same manner that it provides to the members of the Board of Directors or any of its committees; provided, however, that Tellus shall, and shall cause the Tellus Observer to, hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the Tellus Observer from any meeting or portion thereof if access to such information or attendance at such meeting could, upon the advice of counsel, 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. As (a) For so long as Astellas Venture Management LLC (“Astellas”) owns not less than fifty percent (50%) any of the Spectrum Stockholders, the ABS Ventures Stockholders, the W Capital Stockholders or the GA Stockholders, hold shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like)Stock, the Company shall invite a permit, as the case may be, one representative of Astellas the Spectrum Stockholders (the “Spectrum Observer”), one representative of the ABS Ventures Stockholders (the “ABS Ventures Observer”), one representative of the W Capital Stockholders (the “W Capital Observer”) and one representative of the GA Stockholders (the “GA Observer”; the Spectrum Observer, the ABS Ventures Observer, the W Capital Observer and the GA Observer are each an “Observer”, and collectively the “Observers”) to attend all meetings attend, in a non-voting observer capacity, each meeting of the Board. Each of the Spectrum Stockholders, the ABS Ventures Stockholders, the W Capital Stockholders and the GA Stockholders may remove its Observer or appoint an Observer if a vacancy in such position occurs for any reason by delivery of a written notice to the Secretary of the Company. (b) The Secretary of the Company and/or the Board will give each Observer oral or written notice of each meeting of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”whether annual or special) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directors; providedoral or written notice is given to the Directors (which notice may be waived by each Observer). Notwithstanding the foregoing, howeverif an Observer attends (or, that in the case of a telephonic meeting, listens by telephone to) any such representatives meeting of the Board, then such Observer shall agree be deemed to hold have had proper notice of such meeting. The Company will permit the Observers to attend (or, in confidence the case of a telephonic meeting, to listen by telephone to) each meeting of the Board as non-voting observers. The Company shall provide each Observer all written materials and other information so provided; and provided further(including copies of meeting minutes) given to the members of the Board in connection with any such meeting at the same time as such information is delivered to the members of the Board and, that if an Observer does not attend (or, in the case of a telephonic meeting, does not listen by telephone to) a meeting of the Board, such Observer will be entitled, upon request, to receive the written minutes or an oral summary of the meeting from the Secretary of the Company. If the Company takes any action by written consent of the Board in lieu of a meeting of the Board, then the Company shall give prompt written notice of such action to the Observers. In all cases where notice, meeting materials or minutes would otherwise be required to be delivered to an Observer or where an Observer would be permitted to attend a meeting under this Section 2.7(b), the Company reserves the right not to withhold any information provide notice, meeting materials or minutes relating to and to exclude such representatives Observers from any meeting or portion thereof if access to the Board determines in good faith that the delivery of such information or attendance at such meeting by such Observer would be reasonably likely result in disclosure of trade secrets to such Observer or would adversely affect the attorney-client privilege between the Company and its counsel or result counsel. Notwithstanding anything to the contrary set forth in disclosure of trade secrets or a conflict of interestthis Agreement, or if such Investor or its representatives is a competitor at any meeting of the CompanyBoard, the Board shall have the right, in its sole discretion, to convene an executive session, and no Observer shall have the right to attend or otherwise participate in such session. (c) The initial Spectrum Observer shall be W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the initial ABS Ventures Observer shall be P▇▇▇▇▇ ▇▇▇▇▇▇▇, the initial W Capital Observer shall be S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and the initial GA Observer shall be A▇▇▇ ▇▇▇▇▇▇▇. (d) Notwithstanding anything to the contrary set forth in this Agreement, the ABS Ventures Stockholders and the W Capital Stockholders shall automatically and permanently lose their respective rights to have an Observer under this Section 2.7 if at any time the ABS Ventures Stockholders or the W Capital Stockholders, as the case may be, fail to hold at least the number (as adjusted for any stock splits, reverse stock splits, consolidations, recapitalizations or the like) of shares of Common Stock that each such group owns as of the date hereof.

Observer Rights. As (a) Unless the Series C Director is serving on the Board and is an employee, consultant or advisor of Stonebridge-Highland, Stonebridge, or Highland or their respective Affiliates, for as long as Astellas Venture Management LLC (“Astellas”) Stonebridge-Highland owns not less than fifty percent (50%) of the at least 13,586,957 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination, or similar transaction effected after the likedate hereof), the Company shall will invite a representative of Astellas Stonebridge-Highland reasonably acceptable to the Company (which will initially be N▇▇▇ ▇▇▇▇▇) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As ; (b) unless the Series C Director is serving on the Board and is an employee, consultant or advisor of Coatue US 21 LLC or its Affiliates (“Coatue”), for as long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) Coatue owns not less than fifty percent (50%) of the at least 13,586,957 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination or similar transaction effected after the likedate hereof), the Company shall will invite a representative of ▇▇▇▇▇ Coatue reasonably acceptable to the Company (the “Coatue Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As ; and (c) for as long as ▇▇▇▇▇ OrbiMed owns not less than fifty percent (50%) of the at least 8,152,175 shares of the Series C Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, ) (as adjusted for any stock splitssplit, stock dividendsdividend, recapitalizationreorganization, reorganizations and stock combination, or similar transaction effected after the likedate hereof), the Company shall will invite a representative of ▇▇▇▇▇ OrbiMed reasonably acceptable to the Company (the “OrbiMed Observer”) to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Company, in this respect, shall will give such representatives copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as its directorsprovided to such directors (with respect to Stonebridge Highland’s observer, without following the procedures in Section 3.6); provided, however, that such representatives shall will agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so providedprovided and will not disclose such information to any other persons; and provided further, that the Company reserves the right to withhold any information and to exclude such representatives from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to 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 representatives is a competitor Competitor of the Company.

Observer Rights. As long as Astellas Venture Management LLC (“Astellas”) Food Allergy Research & Education, Inc. owns not less than fifty percent (50%) at least 588,235 shares of Common Stock of the Company (including shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued or issuable upon conversion thereofof Preferred Stock), as adjusted which number is subject to appropriate adjustment for all stock splits, stock dividends, recapitalizationcombinations, reorganizations recapitalizations and the like), if Food Allergy Research & Education, Inc. does not have a designee on the Board, the Company shall will invite a representative of Astellas Food Allergy Research & Education, Inc. to attend all meetings of the its Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ Bio Ventures Limited Partnership (“▇▇▇▇▇”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as ▇▇▇▇▇ owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of ▇▇▇▇▇ to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Perceptive owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Perceptive to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Citadel Multi-Strategy Equities Master Fund Ltd. and its Affiliates (“Surveyor”) owns not less than fifty percent (50%) of the shares of the Preferred Stock it owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Surveyor to attend all meetings of the Board of Directors in a nonvoting observer capacity. As long as Celgene Switzerland LLC and Celgene Corporation (collectively, “Celgene”) own not less than fifty percent (50%) of the shares of the Preferred Stock they owns as of the date hereof (or an equivalent amount of Common Stock issued upon conversion thereof, as adjusted for stock splits, stock dividends, recapitalization, reorganizations and the like), the Company shall invite a representative of Celgene to attend all meetings of the Board of Directors in a nonvoting observer capacity. The Companycapacity and, in this respect, shall will give such representatives 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 its directors; provided, however, that such representatives shall representative 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 representatives representative from any meeting or portion thereof if access to such information or attendance at such meeting would be reasonably likely to 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 representatives representative is a competitor Competitor of the Company. 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 Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, the Company will invite a representative of Longitude to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative 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. As long as Foresite Capital Fund II, L.P. (together with its affiliated entities, “Foresite”) owns at least 720,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like, the Company will invite a representative of Foresite to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative 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.