Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates), Partner Fund Management, L.P. (together with its Affiliates, “PFM”), Omega Fund V, L.P. (together with its Affiliates) (collectively, “Omega”), Xxxxxx Capital Partners L.P. (together with its Affiliates) (collectively, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. (together with their Affiliates) (“Altitude”) and Fidelity and the Fidelity Entities 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, 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) 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. The Company hereby agrees and acknowledges that ARCH each of RA Capital Management, L.P., Viking Global Opportunities Illiquid Investments Sub-Master LP, Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC, Foresite Capital Fund IV, L.P., OrbiMed Private Investments VII, LP, OrbiMed Genesis Master Fund, L.P., Nextech V Oncology S.C.S., SICAV-SIF, Harvard Management Private Equity Corporation, Boxer Capital, LLC, MVA Investors, LLC, the Janus Investors, Citadel Multi-Strategy Equities Master Fund Ltd. and Vida Ventures, LLC (together with its Affiliates), Partner Fund Management, L.P. (together with its Affiliates, “PFM”), Omega Fund V, L.P. (together with its each of their respect Affiliates) (collectively, each a “Omega”), Xxxxxx Capital Partners L.P. (together with its Affiliates) (collectively, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. (together with their Affiliates) (“AltitudeFund”) and Fidelity and the Fidelity Entities 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities each Fund (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude any Fund (or any Fidelity Entity, as the case may be, its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude any Fund (or any Fidelity Entity, as the case may be, 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, 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. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates)each of OrbiMed, Partner Fund ManagementXxxxxxx Life Sciences IX, L.P. (together with its AffiliatesL.P., “PFM”)Versant Venture Capital VI, Omega Fund VL.P., L.P. (together with its Affiliates) (collectivelyVivo Capital LLC, “Omega”)New Leaf Ventures III, Xxxxxx L.P., LAV Prescience Limited, Boxer Capital Partners L.P. (together with its Affiliates) (collectivelyLLC, “Xxxxxx”), Altitude Life Science Ventures Side Fund IIVersant Vantage I, L.P. and Altitude AI Passage LLC is a professional investment fund or privately-held investing entity or conglomerated enterprise (for purposes of this Section 5.7, OrbiMed, Xxxxxxx Life Science Sciences IX, L.P., Versant Venture Funds IICapital VI, L.P., Vivo Capital LLC, New Leaf Ventures III, L.P., LAV Prescience Limited, Boxer Capital LLC, Versant Vantage I, L.P. (and AI Passage LLC, together with their respective Affiliates) (, the “AltitudeActive Investors”) and Fidelity and the Fidelity Entities are professional investment funds), 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities Active Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, Active Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, Active 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 Active 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. The Company hereby agrees and acknowledges that ARCH Xxxxxxx, HBM, Xxxx Capital Life Sciences, LP (together with its Affiliates) (“BCLS”), Partner Fund Management, L.P. OrbiMed Advisors LLC (together with its Affiliates, ) (“PFMOrbiMed”), Omega Fund VBlackRock (together with its Affiliates) (“BlackRock”), RA Capital Healthcare Fund, L.P. (together with its Affiliates) (collectively, “OmegaRA Capital”), Xxxxxx Pivotal BioVentures (together with its Affiliates) (“Pivotal”), Vivo Capital Partners Fund IX, L.P. (together with its Affiliates) (collectively“Vivo”) and Omega Fund VI, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. LP (together with their its Affiliates) (“AltitudeOmega”, and together with Xxxxxxx, HBM, BCLS, OrbiMed, BlackRock, RA Capital, Pivotal, and Vivo, the “Fund Investors”) and Fidelity and the Fidelity Entities are professional investment funds, and that AstraZeneca and its Affiliates engage in strategic acquisition and investment transactions in the ordinary course of their business, and as such the Fund Investors and AstraZeneca 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities Fund Investors and AstraZeneca shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCHeach Fund Investor or AstraZeneca, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may berespectively, in any entity competitive with the Company, or (ii) actions taken by any partner, stockholder, director, officer or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude a Fund Investor or any Fidelity Entity, as the case may be, AstraZeneca 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; provided, further, that any such representative shall be subject to the requirements of confidentiality and restrictions on use as set forth in this Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH each of OrbiMed Private Investments, VI, LP, Atlas Venture Fund X, L.P., Atlas Venture Fund XI, L.P., Atlas Venture Opportunity Fund I, L.P., Omega Fund VI, L.P., the Fidelity Investors, Invus Public Equities, L.P., Citadel Multi-Strategy Equities Master Fund Ltd. (“Surveyor”), Zone II Healthcare Holdings, LLC, Xxxxx Healthcare Investments II LP, CHI XX XX LP, Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P. and Celgene (together with its Affiliates), Partner Fund Management, L.P. (together with its Affiliates, “PFM”), Omega Fund V, L.P. (together with its Affiliates) (collectively, “Omega”), Xxxxxx Capital Partners L.P. (together with its Affiliates) (collectively, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. (together with each of their respective Affiliates) (“AltitudeFunds”) and Fidelity and the Fidelity Entities are is a professional investment fundsfund or makes professional investments, 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities such Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, of such Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, such Funds 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 such Funds 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. The Company acknowledges that the execution of this Agreement and and the access to the Company’s confidential information shall in no way be construed to prohibit or restrict the Funds from maintaining, making or considering investments in other companies, or from otherwise operating in the ordinary course of business.

Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates)Atlas, Partner Fund ManagementFidelity, Deerfield Partners, L.P. (together with its Affiliates, “PFMDeerfield”), Omega Fund VCasdin Partners Master Fund, L.P. and Casdin Venture Opportunities Fund, L.P. (together with its Affiliates) (collectivelytogether, “OmegaCasdin”), Xxxxxx Foresite Capital Partners L.P. Fund IV, LP (together with its Affiliates) (collectively, “XxxxxxForesite”), Altitude Life Science Ventures Side Fund IIWellington, L.P. and Altitude Life Science Venture Funds IIthe Wellington Investors, L.P. (together with their Affiliates) Harvard Management Private Equity Corporation (“AltitudeHarvard”), Farallon Capital Management, L.L.C. and its Affiliates (collectively “Farallon”) and Fidelity the X. Xxxx Price Investors and the Fidelity Entities their Affiliates 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities no such Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, such Investor in any entity competitive with the Company, Company or (ii) actions taken by any partner, officer or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, 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, 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 create an obligation or duty restricting Atlas, Fidelity, Deerfield, Casdin, Foresite, Wellington, the Wellington Investors, Harvard, Farallon, the X. Xxxx Price Investors or X. Xxxx Price from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, whether or not such enterprise has products or services which compete with those of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates)Coatue, Partner Dragoneer, Sequoia, CapitalG, Accel Leaders Fund ManagementL.P., Accel Leaders Fund Investors 2016 L.L.C., Accel US, Accel London, Seedcamp, the X. Xxxx Investors, Base Growth I, LLC, Sands Capital, Madrona Venture Fund VII, LP, Madrona Venture Fund VII-A, LP, Institutional Venture Partners XVI, L.P., Alkeon, Tencent, Tiger Global Investments, L.P., Tiger Global Long Opportunities Master Fund, L.P., Tiger Global PIP 11 Holdings, L.P., and Tiger Global Private Investment Partners XI, L.P. (together with its Affiliatesthe foregoing Investors, “PFM”), Omega Fund V, L.P. (together with its Affiliates) (collectively, “Omega”), Xxxxxx Capital Partners L.P. (together with its Affiliates) (collectively, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. (together with their Affiliates) (, the “AltitudeFund Investors”) and Fidelity and the Fidelity Entities ), are professional investment fundsorganizations, 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 proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor the Fidelity Entities Fund Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, Fund Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude or any Fidelity Entity, as the case may be, 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 Fund Investors from liability associated with the unauthorized use or 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. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates)each of New Enterprise Associates 14, Partner L.P.,Versant Venture Capital VI, L.P., Versant Opportunity Fund ManagementI, L.P. (together with its AffiliatesL.P., “PFM”)InvOpps IV, Omega Fund VL.P., L.P. InvOpps IV US, L.P., Oyster Point Pharma I, LLC, and Falcon Vision LLC (together with its Affiliates) (each, a “Fund”, and collectively, the “Omega”), Xxxxxx Capital Partners L.P. (together with its Affiliates) (collectively, “Xxxxxx”), Altitude Life Science Ventures Side Fund II, L.P. and Altitude Life Science Venture Funds II, L.P. (together with their Affiliates) (“AltitudeFunds”) and Fidelity and the Fidelity Entities 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, neither ARCH, PFM, Omega, Xxxxxx, Altitude nor each of the Fidelity Entities Funds (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by ARCH, PFM, Omega, Xxxxxx, Altitude each of the Funds (or any Fidelity Entity, as the case may be, its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of ARCH, PFM, Omega, Xxxxxx, Altitude each of the Funds (or any Fidelity Entity, as the case may be, 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, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. (signature page follows) The parties are signing this Amended and Restated Investor Rights Agreement as of the date stated in the introductory clause. COMPANY OYSTER POINT PHARMA, INC., a Delaware corporation By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx