Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick in any entity competitive with the Company or (ii) actions taken by any partner, officer or other representative of Maverick to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundNew Enterprise Associates 14, L.P. and Maverick Ventures Investment Fund, L.P. Limited Partnership (together with its affiliatesAffiliates (including, for the purposes herein, Xxxx Xxxxxx and her Affiliates), “MaverickNEA”) are is a professional venture investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to may be conductedconducted in the future). The Company hereby agrees that, to the extent permitted under applicable law, Maverick NEA shall not be liable to the Company for any claim arising out of, or based upon, upon (i) the investment by Maverick NEA in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick NEA to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. Janus (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick Janus (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Janus (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick Janus (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company LLC hereby agrees and acknowledges that Maverick Advisors Fundeach Investor that is a venture capital fund, L.P. and Maverick Ventures Investment Fundprivate equity fund or similar pooled investment vehicle, L.P. (together with its affiliatesaffiliates (collectively, the “MaverickFund Investors,” and each a “Fund Investor”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the CompanyLLC’s business (as currently conducted or as currently propose proposed to be conducted). The Company LLC hereby agrees that, to the extent permitted under applicable law, Maverick no Fund Investor shall not be liable to the Company LLC for any claim arising out of, or based upon, (i) the investment by Maverick such Fund Investor in any entity competitive with the Company LLC, or (ii) actions taken by any partner, officer or other representative of Maverick such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the CompanyLLC; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized use or disclosure of the CompanyLLC’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company LLC from any liability associated with his or her fiduciary duties to the CompanyLLC.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. certain of the Investors and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) their Affiliates and representatives are professional investment fundsfunds or other institutional investors, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted), and that such Investor may have Affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick that such Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor in any entity competitive with the Company or Company, (ii) actions taken by any partner, officer or other representative of Maverick such Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the CompanyCompany or (iii) the activities of entities Affiliated with such Investor; provided, however, that the foregoing shall not relieve (x) any of the Investors such Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of Beacon Bioventures, L.P. OrbiMed and Maverick Ventures Investment FundNew Leaf (in each case, L.P. (together with its affiliates, “Maverick”their Affiliates) are is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick Beacon Bioventures, OrbiMed, New Leaf and any other Investor which is a professional investment fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick such Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Major Investor (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick each Major Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick such Major Investor (or its Affiliates) in any entity competitive with the Company Company, or (iib) actions taken by any partner, officer officer, employee or other representative of Maverick such Major Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company...

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of the Investors (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick each Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (certain of the Investors together with its affiliatestheir respective Affiliates (including, “Maverick”without limitation, Greycroft and x.xxxxxxxx) are professional investment fundsorganizations, and as such invest in numerous portfolio companiesreview the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick each such Investor and its Affiliates shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor or its Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Investor or its Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundHCI 6D LLC and BGV III, L.P. L.P., and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) their Affiliates are professional investment fundsorganizations, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises (each a “Professional Investor”), some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick such Professional Investor shall not be liable to the Company for any claim arising out of, or based upon, upon (i) the investment by Maverick such Professional Investors in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Professional Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. Nothing in this Agreement shall preclude or in any way restrict any Professional Investor from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. certain Investors (together with its affiliates, “Maverick”their respective Affiliates) are professional investment fundsorganizations (such Investors, “Fund Investors”), and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick each Fund Investor (and its respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund Investor (and its respective Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Fund Investor (and its respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. certain of the Major Investors and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) certain of their respective Affiliates are professional venture capital investment fundsfunds (collectively, the “Funds”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to may be conductedconducted in the future). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a Competitor of the Company hereby as a result of such investment, management or advisory activities for purposes of this Agreement and the Company agrees that, to the extent permitted under applicable law, Maverick neither the Funds nor their Affiliates shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick a Fund or any of their Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick a Fund or Fund Affiliate to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors Funds from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Fund Investor (together with its affiliates, “Maverick”respective Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Maverick no Fund Investor (nor its respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund Investor (or any of such Fund Investor’s Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Fund Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director Manager or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. certain of the Investors (together with its affiliates, “Maverick”their respective Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick each such Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors FundARCH Venture Fund VIII, L.P. and Maverick Ventures Investment FundARCH Overage Fund IX, L.P. L/P. (together with its their respective affiliates, “MaverickARCH”) are and is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick ARCH shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick ARCH in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick ARCH to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. the Initial Investors (together with its affiliates, “Maverick”their respective Affiliates) and United Sheen are professional investment fundsfunds or other investment vehicles, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick the Initial Investors and United Sheen shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick any of the Initial Investors or United Sheen, as applicable, in any entity competitive with the Company Company, or (iib) actions taken by any partner, officer or other representative of Maverick any of the Initial Investors or United Sheen, as applicable, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Initial Investors or United Sheen from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Investors’ Rights Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundcertain of the Investors, L.P. such Investors’ respective affiliates and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) the Fidelity Investors are professional investment fundsmanagers and/or funds (collectively, the “Professional Investment Funds”), and as such such, invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick none of the Professional Investment Funds shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick any of them in any entity competitive with to the Company Company, or (iib) actions taken by any partner, officer or other representative of Maverick any of them to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of the Investors (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick an Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Major Investor (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick no Major Investor (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick such Major Investor (or its Affiliates) in any entity competitive with the Company Company, or (iib) actions taken by any partner, officer officer, employee or other representative of Maverick such Major Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors Investor from liability associated with the unauthorized disclosure by such Investor of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) certain of the Investors are professional investment fundsfunds (the “Fund Investors”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted), and that the Fund Investors each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick that no Fund Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund Investor in any entity competitive with the Company or Company, (ii) actions taken by any partner, officer or other representative of Maverick such Fund Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the CompanyCompany or (iii) the activities of entities affiliated with such Fund Investor; provided, however, that the foregoing shall not relieve (x) any of the Fund Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. each of HBM and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are Wex-Med is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick HBM and Wex-Med shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick HBM or Wex-Med, as the case may be, in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, investment advisor or other representative of Maverick HBM or Wex-Med, as the case may be, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) HBM, Wex-Med or any of the Investors party from liability associated with the unauthorized disclosure willful misuse of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. TPG (together with its affiliates, “Maverick”Affiliated Parties) are is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees thatthat TPG shall not be deemed a competitor of the Company hereunder by virtue of such investments (or service on the Board thereof), and to the extent permitted under applicable law, Maverick TPG shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick TPG in any entity competitive with the Company Company, or (iib) actions taken by any partner, officer or other representative of Maverick TPG to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors each of Casdin Partners Master Fund LP, Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P., the Fidelity Investors, Brookside Capital Partners Fund, L.P. and Maverick Ventures Investment FundPartner Fund Management, L.P. (each together with its respective affiliates, ) (the “MaverickFund Investors”) are is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick the Fund Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the Fund Investors in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick the Fund Investors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. each of LV and Maverick Ventures Investment Fund, L.P. NBV (together with its affiliates, “Maverick”their respective Affiliates) are is a professional investment fundsfund, or a venture investment arm of its Affiliates, and as such invest invests in numerous portfolio companiescompanies and has Affiliates, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick none of the Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor in any entity competitive with the Company or the activities of such Investor’s Affiliates, or (ii) actions taken by any partner, officer or other representative of Maverick the Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fundeach of EVFI, L.P. EF III, Seraph, EPQ LFLU, EPQ LCOVD and Maverick Ventures Investment Fund, L.P. (PVP together with its affiliatestheir respective Affiliates (collectively, the “MaverickVenture Investors”) are ), is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick no Venture Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick a Venture Investor in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick a Venture Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors Venture Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors each of Aisling, Atlas, Brace, Clarus, Cormorant, Eventide, Leerink, Morningside, Surveyor and SV (each a “Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are is a professional investment fundsfund, and as such invest invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund or its Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any Affiliate, partner, officer or other representative of Maverick such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors Funds from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors all Preferred Majority Holders, RTW Master Fund, L.P. Ltd. and Maverick Ventures Investment RTW Innovation Master Fund, L.P. Ltd. (together with its affiliatescollectively, the “MaverickFunds”) are professional investment funds, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick the Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick the applicable Fund in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick the applicable Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or through participation on the Board of Directors, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”) are each of the Funds is a professional investment fundsfund, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted), and that the Funds each have affiliated entities that may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to that none of the extent permitted under applicable law, Maverick Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Fund in any entity competitive with the Company or Company, (ii) actions taken by any partner, officer or other representative of Maverick such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the CompanyCompany or (iii) the activities of entities affiliated with such Fund; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. Xxxxx Xxxxxx (and Maverick Ventures Investment Fund, L.P. (together with its affiliates, “Maverick”his Affiliates) and EPIQ Capital Group are professional investment fundsinvestors, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick neither Xx. Xxxxxx (and his Affiliates) nor EPIQ Capital Group shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick Xx. Xxxxxx or his Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer Xx. Xxxxxx (or other representative of Maverick his Affiliates) or EPIQ Capital Group to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x1) Xx. Xxxxxx, his Affiliates or any of the other Investors from liability associated with the unauthorized disclosure or use of the Company’s confidential information obtained pursuant to this Agreement or otherwise, or (y2) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each of the Investors (together with its affiliates, “Maverick”their respective Affiliates) are is a professional investment funds, fund and as such, such Investors and their respective Affiliates invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Maverick that the Investors and their respective Affiliates shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Investor or its Affiliates in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer or other representative of Maverick such Investor or its Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors or their respective Affiliates from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement information, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Investor (together with its affiliates, “Maverick”respective Affiliates) are is a professional investment funds, organization and as such invest reviews the business plans and related proprietary information of many enterprises and invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted)) or have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from maintaining, making or considering such investments or participating in any particular enterprise whether or not such enterprise is a competitive company or from otherwise operating in the ordinary course of business. The Company hereby agrees that, to the extent permitted under applicable law, Maverick such Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Maverick such Investor (or its Affiliates) in any entity competitive with the Company company, or (iib) actions taken by any partner, officer or other representative of Maverick such Investor (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company Competitor or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (xi) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement Agreement, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that Maverick Advisors Fund, L.P. and Maverick Ventures Investment Fund, L.P. each Purchaser (together with its affiliates, “Maverick”Affiliates) are is a professional investment fundsorganization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business Business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable lawLaw, Maverick no Purchaser (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Maverick such Purchaser (or its Affiliates) in any entity competitive with the Company Company, or (ii) actions taken by any partner, officer officer, employee or other representative of Maverick such Purchaser (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors Purchaser from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the CompanyConfidentiality Agreement.