Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates are professional venture capital or similar investment funds (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 may be conducted 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely 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, neither the Funds nor their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of 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 Funds 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 Xxxxxxxxx, ARCH, OmegaFlagship, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. Xxxxxxxxx and each Fidelity Investor (together with their respective Affiliates are Affiliates) each is a professional venture capital or similar investment funds fund (collectivelyeach a “Fund”) and The Board of Regents, the “Funds”)on behalf of UTMDACC, is an entity that has many opportunities to invest in entities, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds any Fund nor their Affiliates The Board of Regents, on behalf of UTMDACC, shall be liable to the Company for any claim arising out of, or based upon, and shall not be restricted in any way from engaging in, directly or indirectly, (i) the an investment by a such Fund or any The Board of their Affiliates Regents, on behalf of UTMDACC, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative or Affiliate of a such Fund or Fund Affiliate The Board of Regents, on behalf of UTMDACC 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, subject to Section 6.15, that the foregoing shall not relieve (x) any of the Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates the Institutional Investors are professional venture capital or similar investment funds (collectively, the “Funds”)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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Institutional Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment investments by a Fund or any of their Affiliates the Institutional Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate the Institutional 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. Furthermore, the Company acknowledges that the execution of this Agreement and the Stockholders Agreement and the access to the Company’s confidential information hereunder or thereunder shall in no way be construed to prohibit or restrict an Institutional Investor or its investment advisor or such investment advisor’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business; provided, however, that the foregoing shall not relieve (x) any of the Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and certain of the Investors (together with their respective Affiliates Affiliates) are professional investment organizations or funds or corporate venture capital or similar investment funds (collectively, the “Funds”)entities, 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 may currently proposed to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates such Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund such Investors or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund such Investor (or Fund Affiliate 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. Furthermore, the Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information hereunder shall in no way be construed to prohibit or restrict an Investor or its investment adviser or such investment adviser’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business. Notwithstanding anything in this Section 5.9 to the contrary, however, that the foregoing nothing herein shall not relieve (x) any of the Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. the Investors and their respective Affiliates Affiliated advisors and funds are professional venture capital or similar investment funds (collectivelyadvisors, the “Funds”)managers and/or 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 may proposed to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of Neither the Company solely 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, neither the Funds Investors nor their Affiliates (including Affiliated advisors and funds) shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund the Investors or any of their Affiliates Affiliated fund in any entity competitive with to the Company, or (ii) actions taken by any advisor, partner, officer or other representative of a Fund the Investors or Fund Affiliate any Affiliated fund to assist any such competitive company, whether or not such action was taken as a board member of the board of directors of such competitive company company, or otherwise. Furthermore, the Company acknowledges that the execution of this Agreement and whether or not such action has a detrimental effect on the access to the Company; provided’s confidential information hereunder shall in no way be construed to prohibit or restrict an Investor or its investment advisor or such investment advisor’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business. Notwithstanding anything in this Section 6.17 to the contrary, however, that the foregoing nothing herein shall not relieve (x) any of the Funds 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 XxxxxxxxxPXV, ARCHTRV, OmegaRTW, Xxxxxx Capital Partners L.P.Wellington, Samsara BioCapitalJanus, L.P. ABG, Nextech, Samsara, Red Tree and their respective Affiliates Xxxxxxx (each, a “Professional Investment Organization”) are professional venture capital or similar investment funds (collectively, the “Funds”)organizations, and as such invest in numerous portfolio companieseach reviews 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict any Professional Investment Organization from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor services that compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates no Professional Investment Organization shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates Professional Investment Organization in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund or Fund Affiliate any Professional Investment Organization 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 Funds 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 Xxxxxxxxxeach of Alta Partners NextGen Fund II, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapitalRA Capital Healthcare Fund, L.P. LP, Xxxxxxxxx Partners LLC – Series A, RA Capital Nexus Fund, L.P., Boxer Capital, LLC, Canaan XI L.P., Canaan 2020+ Co-Investment L.P., Cormorant Asset Management LP, Nextech VI Oncology SCSp and each of their respective Affiliates are professional venture capital or similar investment funds (collectivelytogether with their respective Affiliates, the “FundsLead Investors”)) is a professional investment organization, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor Lead Investors (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of the Lead Investors (or their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund the Lead Investors (or Fund Affiliate their 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. certain of the Major Investors and certain of their respective Affiliates are professional venture capital or similar investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companies, that each of the Specified Investors and their respective Affiliates invest in numerous companies, and that the Xxxx & Xxxxxxx Xxxxx Foundation (the “Foundation”) invests in numerous portfolio companies in furtherance of its charitable mission, in each case, some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future). The Notwithstanding anything herein to the contrary, the parties agree that no Fund or any Fund Affiliate investment fund fund, Specified Investor, the Foundation or any of their respective Affiliates, or any of their or their Affiliates’ partners, officers or representatives, in his, her or its capacity as such, representatives which manage or advise any such investment funds, funds shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Agreement and the Company agrees that, to the extent permitted under applicable law, neither none of the Funds nor Funds, Specified Investors, the Foundation, or their Affiliates respective Affiliates, or any of their or their respective Affiliates’ partners, officers or representatives shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund Fund, Specified Investor, the Foundation or any of their respective Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund Fund, Specified Investor, the Foundation or Fund Affiliate their 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 Funds 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 XxxxxxxxxPerceptive Advisors LLC, ARCHSands Capital Life Sciences Pulse Fund, OmegaLLC, Xxxxxx Capital Partners Soleus Private Equity Fund I, L.P, Redmile Private Investments II, L.P., Samsara BioCapitalRedmile Biopharma Investments II, L.P. and Driehaus Life Sciences Fund, L.P. (together with their respective Affiliates are professional venture capital or similar investment funds (collectivelyAffiliates, the “Funds”)) are professional investment organizations, 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 may currently propose to be conducted in the futureconducted). The parties agree Company hereby agrees that no Fund nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Funds from investing or participating in any of their Affiliates, particular enterprise whether or any of their not such enterprise has products or their Affiliates’ partners, officers or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company. The Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor all such entities (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates them in any entity competitive with the Company, or (ii) actions taken by any partnerof their respective partners, officer officers, employees or other representative of a Fund or Fund Affiliate representatives 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 Funds 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 Xxxxxxxxxeach of Avalon, ARCHBregua, OmegaRA Capital, Xxxxxx Capital Partners OrbiMed, Correlation Ventures II, L.P., Surveyor, Janus and each Janus Investor, Samsara BioCapitalBiocapital, L.P. L.P., 436, L.P., BVF, EcoR1, Logos and Hartford Healthcare Endowment, LLC (together with their respective Affiliates are Affiliates) (each a “Fund”) is a professional venture capital or similar investment funds (collectively, the “Funds”)organization, 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates each Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of 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 Funds 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 acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may 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 investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company. The Company hereby agrees and acknowledges that Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and such Investors (together with their respective Affiliates are professional venture capital or similar investment funds (collectively, the “Funds”), and as such invest Affiliates) invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates such Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates such Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate such 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 Funds 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 XxxxxxxxxMalin Life Sciences Holdings Limited (together with its Affiliates, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates are professional venture capital or similar investment funds (collectively, the “FundsMalin”), Longitude Venture Partners III, L.P. (together with its Affiliates, “Longitude”) and as such Vivo Capital Fund VIII, L.P. (together with its Affiliates, “Vivo”) each invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Malin, Longitude and Vivo shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund Malin, Longitude or any of their Affiliates Vivo, as applicable, in any entity competitive with the Company, or (ii) actions taken by any partner, shareholder, director, officer or other representative of a Fund Malin, Longitude or Fund Affiliate Vivo, 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates are [insert VC organization entity name]64 (together with its Affiliates) is a professional venture capital or similar investment funds (collectively, the “Funds”)organization, 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund [Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and Company; and] the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates [VC organization entity name] (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund [VC organization entity name] (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund [VC organization entity name] (or Fund Affiliate 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and certain of the Holders (together with their respective Affiliates Affiliates) are professional venture capital or similar investment funds (collectively, the “Funds”)organizations, 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Holders from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor Holders (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund any Holder (or any of their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund an Holder (or Fund Affiliate their 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 Funds Holders 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 Xxxxxxxxxeach of NEA, ARCHF-Prime, OmegaAtlas, Xxxxxx Capital Partners L.P.Farallon, Samsara BioCapitalEcoR1, L.P. RA Capital, TCG and their Perceptive (each, a “Fund Investor”) (in each case, together with its respective Affiliates are Affiliates) is a professional venture capital or similar investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companieseach Fund Investor and Lonza review 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor each Fund Investor and Lonza (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a such Fund Investor or any of Lonza, respectively (or their Affiliates respective Affiliates), in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a such Fund Investor or Fund Affiliate Lonza, respectively (or their 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. certain of the Investors and certain of their respective Affiliates are professional venture capital funds or similar professional investment funds (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 may be conducted 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither none of the Funds nor their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a any such Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a any such 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. Furthermore, the Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information hereunder shall in no way be construed to prohibit or restrict a Fund or its investment advisor or such investment advisor’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business; provided, however, that the foregoing shall not relieve (x) any of the Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and certain of the Investors (together with their respective Affiliates Affiliates) are professional venture capital or similar investment funds (collectively, the “Funds”)funds, and as such invest in numerous portfolio companiescompanies (and review the business plans and related proprietary information of many enterprises), some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future). The parties agree that Company agrees that, (a) for purposes of the Articles and the Transaction Documents (as defined in the Shareholders Agreement), no Fund or any Fund Affiliate investment fund Investor or any of their its Affiliates, or any of their its or their its Affiliates’ partners, officers or representatives, in his, her or its capacity as such, representatives which manage or advise any such investment funds, shall be considered a Competitor competitor of the Company solely as a result of such current or future investment, management or advisory activities for purposes of this Agreementactivities, and (b) nothing in the Articles or the Transaction Documents shall preclude or in any way restrict the Investors or their Affiliates from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete directly or indirectly with those of the Company. The Company hereby agrees that, to the extent permitted under applicable law, neither the Funds Investors nor their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund the applicable Investor or any of their Affiliates Affiliate in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund the applicable Investor 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates are professional venture capital or similar Ecolab (together with its Affiliates) engages in investment funds (collectively, the “Funds”)activities, 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Ecolab (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund Ecolab (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partnerofficer, officer employee or other representative of a Fund Ecolab (or Fund Affiliate 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates the Investors are professional venture capital or similar investment funds (collectively, the “FundsFund Investors”), and as such (a) make or hold investments in, or trade in public securities of companies that are or may become engaged in activities that are competitive with the Company’s business, as it is currently conducted or as it may be conducted in the future and (ii) invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently 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 in the futureor as currently proposed to be conducted). The parties agree Company hereby agrees 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely 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, neither the Funds nor their Affiliates Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a such Fund or any of their Affiliates Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a such Fund or Fund Affiliate 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 Funds 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. Subject to clauses (x) and (y) above, nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict the Funds 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 Xxxxxxxxxeach of RA Capital (together with its Affiliates), ARCHLifeArc (together with its Affiliates), Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. Access Industries (together with its Affiliates) and their respective Affiliates are ICG (together with its Affiliates) is a professional venture capital or similar investment funds (collectively, the “Funds”)organization, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor none of RA Capital, LifeArc, Access Industries and ICG (and their Affiliates respective Affiliates) shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of RA Capital, LifeArc, Access Industries or ICG (or their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund any of RA Capital, LifeArc, Access Industries or Fund Affiliate ICG (or their 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 Funds 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 Xxxxxxxxxeach of PBM (together with its Affiliates), ARCHNorthpond Ventures LP (together with its Affiliates), Omega, Xxxxxx and Sands Capital Partners L.P., Samsara BioCapitalGlobal Venture Fund II, L.P. (together with its Affiliates, and with PBM and Northpond Ventures LP and their respective Affiliates are professional venture capital or similar investment funds (collectively, the “Funds”)) is a professional investment organization, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor (and their Affiliates Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund the Funds (or any of their Affiliates Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund the Funds (or Fund Affiliate their 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 Funds 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. A Major Investor may display the Company’s name and logo on its website and other promotional material for the sole purpose of advertising that such Major Investor purchased securities of the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and their respective Affiliates are each of the Investor Parties is a professional venture capital or similar investment funds (collectively, the “Funds”)fund, 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 may currently proposed to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates no Investor Party shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund such Investor Party or any of their its Affiliates in any entity competitive with the Company, or (ii) actions taken by any Affiliate, partner, officer or other representative of a Fund or Fund Affiliate such Investor Party 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 Funds Investor Parties 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. Further, for purposes of Subsections 3.1 and 3.5, no Investor shall be deemed to be a “competitor” of the Company based on the activities described in this Subsection 5.10.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. and certain Investors (together with their respective Affiliates Affiliates) are professional venture capital or similar investment funds (collectively, that purchase and trade securities in the “Funds”)private and public markets, 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates such Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates such Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate such 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 Funds 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. Subject to clause (y) of the preceding sentence, nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing in 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 Xxxxxxxxxeach of Arix, ARCHLAV, OmegaMPM, Xxxxxx Capital Partners L.P.New Leaf, Samsara BioCapitalRidgeback, L.P. OIF, Taiho and OrbiMed (together with their respective Affiliates are Affiliates) is a professional venture capital or similar investment funds (collectively, the “Funds”)fund, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor Arix, LAV, MPM, New Leaf, Ridgeback, OIF, Taiho and OrbiMed (together with their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund any such party (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund Arix, LAV, MPM, New Leaf, Ridgeback, OIF, Taiho or Fund Affiliate OrbiMed (together with their 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 Funds 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 Xxxxxxxxxeach of Beacon Bioventures Fund IV Limited Partnership, ARCHAtlas Venture Fund IX, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapitalNew Leaf Ventures III, L.P. L.P., Novo A/S, New Emerging Medical Opportunities Fund II, L.P., Xxxxxx, LLC and the Wellington Investors and certain of their respective Affiliates are professional venture capital or similar investment funds (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 may be conducted in the future). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, Affiliates or any of their or their Affiliates’ Affiliates partners, officers or representatives, in his, her or its capacity as such, representatives which manage or advise any such investment funds, funds shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this AgreementAgreement (including for purposes of Sections 1.3, 3.1 and 3.2 hereof) and the Company agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. certain of the Investors and certain of their respective Affiliates are professional venture capital or similar investment funds (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 may be conducted 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither none of the Funds nor their Affiliates shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a any such Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a any such 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. Furthermore, the Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information hereunder or thereunder shall in no way be construed to prohibit or restrict an institutional Investor or its investment advisor or such investment advisor’s other investment advisory clients from maintaining, making or considering investments in public or private companies, including, without limitation, companies that may compete either directly or indirectly with the Company, or from otherwise operating in the ordinary course of business; provided, however, that the foregoing shall not relieve (x) any of the Funds 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; provided, further, that the Company shall not have an affirmative obligation on the basis of this Section 3.8 to indemnify or defend any Fund for any action brought by any stockholder of the Company, including any derivative action brought by a stockholder.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Xxxxxxxxxeach of 5AM, ARCHPureTech, OmegaRAC, Xxxxxx Capital Partners L.P.JJDC, Samsara BioCapitalNIBR, L.P. Columbia, Osage and their ARE in each case together with its respective Affiliates are is a professional venture capital or similar investment funds (collectively, the “Funds”)organization, 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor each of 5AM, PureTech, RAC, JJDC, NIBR, Columbia, Osage and ARE (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by a Fund or any of their Affiliates the foregoing entities (or its Affiliates) in any entity competitive with the Company, or (iib) actions taken by any partner, officer trustee, officer, employee or other representative of a Fund any of the foregoing entities (or Fund Affiliate 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 Funds 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. the Investors and their respective Affiliates (each, a “Fund”) are professional venture capital or similar investment funds (collectively, the “Funds”)funds, and as such invest in numerous portfolio companiescompanies and have Affiliates, some of which may be deemed competitive with the Company’s business (as currently conducted business. Nothing in this Agreement shall preclude or as may be conducted in any way restrict the future). The parties agree that no Fund Funds from holding, evaluating, selling or any Fund Affiliate investment fund or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates any such Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a any such Fund or any of their Affiliates in any entity competitive with the Companycompetitor, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate such Fund, including Affiliates that are advisers, to assist any such competitive companycompetitor, 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 nothing herein shall not relieve (x) any of the Funds Fund or any other party from liability associated with the unauthorized use or disclosure of the Company’s confidential information obtained pursuant in breach of Section 3.2 above or associated with breach of any other obligation of confidentiality owed to this Agreementthe Company nor liability associated with violating, breaching or (y) misappropriating any proprietary right of the Company, nor shall relieve 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 Xxxxxxxxx, ARCH, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital, L.P. H2 (together with its Affiliates) invests in a variety of entities and their respective Affiliates are professional venture capital or similar investment funds (collectively, reviews the “Funds”), business plans and as such invest in numerous portfolio companiesrelated 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 may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict H2 from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives, in his, her or its capacity as such, services which manage or advise any such investment funds, shall be considered a Competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates H2 (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund H2 (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund H2 (or Fund Affiliate 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 Funds 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 XxxxxxxxxNEA, ARCH5AM Co-Investors III, Omega, Xxxxxx Capital Partners L.P., Samsara BioCapital5AM Ventures III, L.P. L.P., Xxxxx Street, Roche, Longwood, Xxxxxxx, Osage,Altitude, CEMA Inc. (“CEMA”), Otannale SAS (“Otannale”), SHAM Innovation Sante SAS (“SHAM”) and their respective Affiliates are professional venture capital or similar investment funds InnoBio FPCI (“InnoBio”) (such Investors, collectively, the “FundsFund Investors”)) 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 may currently propose to be conducted in the futureconducted). 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates no Fund Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by a such Fund or any of their Affiliates Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a such Fund or Fund Affiliate 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 Funds 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 and each Investor hereby agrees and acknowledges that Xxxxxxxxxeach of BSC, ARCHDecheng, OmegaEndeavour, Xxxxxx Capital Partners L.P.Advent and Longitude (in each case, Samsara BioCapital, L.P. and their respective Affiliates are professional venture capital or similar investment funds (collectively, the “Funds”), and as such invest together with its Affiliates) invests in numerous portfolio companiescompanies and has (or will have) additional product lines, partnerships, operations and plans, some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future)business. 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, in his, her or its capacity as such, which manage or advise any such investment funds, shall be considered a Competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement, and the Company each Investor hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates shall each of BSC, Decheng, Endeavour, Advent and Longitude will not be liable to the Company for any claim arising out of, or based upon, (i) the investment by a Fund or any of their Affiliates BSC, Decheng, Endeavour, Advent or Longitude, as applicable, in any entity or internal activity (on behalf of itself or its Affiliates) competitive with the Company, or (ii) actions taken by any partneremployee, director, officer or other representative of a Fund any of BSC, Decheng, Endeavour, Advent and Longitude (or Fund Affiliate their respective Affiliates) to assist any such competitive companycompany or internal activity, 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 Funds 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.