Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G are professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which may 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, Fall Line, Morningside, Continental and S2G shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineNovo Holdings A/S, MorningsideNovartis BioVentures Ltd., ContinentalNew Enterprise Associates 14, L.P., NEA Ventures 2012 Limited Partnership, Correlation Ventures, L.P., Sofinnova Venture Partners IX, L.P., the Clarus Funds, the Tekla Funds (as defined in Section 6.16), Rock Springs Capital Master Fund LP, RA Capital Healthcare Fund, L.P., Xxxxxxxxx Partners LLC—Series A, Pivotal Alpha Limited, Adage Capital Partners, LP and S2G HBM Healthcare Investments (Cayman) Ltd. (together with their affiliates, the “Venture Fund Purchasers”) are professional investment organizationsfunds, and as such review the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly 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, Fall Line, Morningside, Continental and S2G the Venture Fund Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G the Venture Fund Purchasers in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Lineof, Morningsideor advisor to, Continental or S2G the Venture Fund Purchasers 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 AgreementAgreement or through participation on the Board of Directors, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby acknowledges and agrees that (i) the Original Purchasers and acknowledges that Fall Lineeach of their respective partners, Morningside, Continental, affiliates and S2G are professional investment organizations, affiliates of its partners engage in a wide variety of activities and as such review the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Original Purchasers’ designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Original Purchasers be permitted to continue to develop their current and future business and investment activities without any restriction arising from an investment by the Original Purchasers in the Company, the rights of the Original Purchasers to designate directors of the Company or any other relationship, contractual or otherwise, between the Original Purchasers, on the one hand, and the Company or any of its affiliates, on the other hand; and (as currently conducted or as currently propose iii) from time to time, in connection with the foregoing activities of the Purchasers (collectively, the “Activities”), the Original Purchasers may have information that may be conducted). The Company hereby agrees that, useful to the extent permitted under applicable lawCompany or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Original Purchasers), Fall Lineand neither the Original Purchasers nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, Morningside, Continental and S2G the Original Purchasers shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G the Original Purchasers in any entity competitive with to the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G the Original Purchasers 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, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Original Purchasers’ misuse of confidential information in material breach of Section 3.4 of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Stockholders’ Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Lineeach of Deerfield, MorningsidePonoi Capital and The Column Group (together, Continental“TCG Funds”) and Venrock Funds, and S2G together with their respective affiliates, are professional investment organizationsfunds, and as such review the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall LineDeerfield, MorningsideTCG Funds, Continental and S2G Venrock Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall LineDeerfield, MorningsideTCG Funds, Continental or S2G Venrock Funds, as applicable, in any entity competitive with the Company, Company or (ii) actions taken by any partner, officer, employee officer or other representative of Fall LineDeerfield, MorningsideTCG Funds, Continental or S2G Venrock Funds, 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 Investors Deerfield, TCG Funds, or Venrock Funds, as applicable, 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. If the Company Nothing in this Agreement shall preclude or any create an obligation or duty restricting Deerfield, TCG Funds, or Venrock Funds, as applicable, from evaluating or purchasing securities, including publicly traded securities, of its successors a particular enterprise, whether or assignees consolidates not such enterprise has products or services which compete with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees those of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineTPG Carthage Holdings, MorningsideL.P. and The Rise Fund Carthage, ContinentalL.P. (collectively, and S2G are “TPG”) (together with its Affiliates) is a professional investment organizationsorganization, Pfizer (together with its Affiliates), Gilead (together with its Affiliates) and the UC (together with its Affiliates) are also in the business of making investments in third parties, and as such each of TPG, Pfizer, Gilead and UC review the business plans and related proprietary information of many enterprises, some of which may 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, Fall LineTPG (and its Affiliates) Pfizer (and its Affiliates), Morningside, Continental Gilead (and S2G its Affiliates) and UC (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, : (i) the investment by Fall LineTPG (or its Affiliates), MorningsidePfizer (or its Affiliates), Continental Gilead (or S2G its Affiliates) or UC (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall LineTPG (or its Affiliates), MorningsidePfizer (or its Affiliates), Continental Gilead (or S2G its Affiliates) or UC (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineABG-ColdGen Limited, MorningsideABG II-ColdGen Limited, ContinentalABG WTT-CG Limited, Acorn Bioventures, L.P., Acorn Bioventures 2, L.P., Longitude Venture Partners IV, L.P., Decheng Capital Global Life Sciences Fund IV, L.P., RA Capital Management, L.P., Foresite Capital Fund VI, L.P., BVF Partners L.P. and S2G Avidity Private Master Fund I LP (together with their respective Affiliates) (collectively, the “Funds”) are professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Nothing in this Agreement shall preclude or in any way restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental the Funds (and S2G their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental the Funds (or S2G their Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental the Funds (or S2G 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 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineThird Rock Ventures IV, MorningsideL.P., ContinentalThe Column Group III, LP, The Column Group XXX-X, XX, Xxxxx Xxxxxxx, XX, Xxxxx Xxxxxxx XX, XX, Xxxxxxxx Emerging Technologies Fund III, L.P., Nextech V Oncology S.C.S., SICAV-SIF, Casdin Partners Master Fund, L.P., IST3 Manesse PE LP., Xxxxxxxx Adveq Technology IX S.C.S., Harvard Management Private Equity Corporation, SCubed Capital, LLC, Sobrato Family Holdings, LLC, PH Investments, LLC, Portland RevMed EP, LLC, Portland RevMed PIA, LLC, Fifth Avenue Private Equity 14 LLC, Greylock XIII Limited Partnership, Boxer Capital, LLC and S2G Deerfield Private Design Fund IV, L.P. and Deerfield Special Situations Fund, L.P. (together with their respective Affiliates, the “VC Funds”) are professional investment organizationsfunds, and as such review the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies (including publicly traded companies), some of which may compete directly or indirectly 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, Fall Line, Morningside, Continental and S2G the VC Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G the VC Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G the VC 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 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. If Nothing in this Agreement shall preclude or create an obligation or duty restricting the Company VC Funds, as applicable, from evaluating or any purchasing securities, include publicly traded securities, of its successors a particular enterprise, whether or assignees consolidates not such enterprise has products or services which complete with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees those of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G are each of the Lead Investors (together with its Affiliate funds) is a professional investment organizationsorganization and AbbVie makes similar investments consistent with a professional investment organization, and as such review reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict the Lead Investors (or its Affiliate funds) and AbbVie from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental none of the Lead Investors (or their respective Affiliate funds) and S2G AbbVie shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental such Lead Investor (or S2G its Affiliate funds) and AbbVie in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental such Lead Investor (or S2G its Affiliate funds) and AbbVie 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 Lead Investors (or its Affiliate funds) and AbbVie 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineAcme, MorningsideDecheng, ContinentalMadrone, Section 32 and S2G JJDC (together with their respective Affiliates) are professional investment organizationsfunds or venture arms of their Affiliates, and as such review the business plans and related proprietary information of many enterprisesmake or hold investments in, some of which or trade in securities of, companies that may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall LineAcme, MorningsideDecheng, Continental Madrone, Section 32 and S2G JJDC (together with their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall LineAcme, MorningsideDecheng, Continental Madrone, Section 32 or S2G JJDC in any entity competitive with the Company, or activities of such Affiliates that may be competitive to the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall LineAcme, MorningsideDecheng, Continental Madrone, Section 32 or S2G JJDC, to assist any such competitive companycompany (including, but not limited to, JJDC’s activities in connection with its Affiliates), 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. If The Company acknowledges that Decheng, Acme, Section 32, Madrone and JJDC are in the Company business of 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, create an obligation or duty, or in any way restrict Decheng, Madrone, Section 32, Acme and JJDC (or any of its successors their respective Affiliates) from evaluating or assignees consolidates purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise, whether or not such enterprise has products or services which compete with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees those of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineSurveyor, MorningsideMPM BioVentures 2014, ContinentalL.P., Xxxxx, Astellas, Deerfield Healthcare Innovations Fund, L.P., Xxxxx, Perceptive and S2G Sphera Global Healthcare Master Fund (together with their affiliates, the “Funds”) are professional investment organizationsfunds that from time to time (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 as such review the business plans and related proprietary information of many enterprises, some of (b) engage in other activities which may compete directly or indirectly be deemed competitive with the Company’s business (as it is currently conducted or as currently propose to it may be conducted)conducted in the future. The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors 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. If Subject to clauses (x) and (y) above, nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict the Company Funds from evaluating or any purchasing securities, including publicly traded securities, of its successors a particular enterprise, whether or assignees consolidates not such enterprise has products or services which compete with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees those of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company and each stockholder party hereto hereby agrees agree and acknowledges acknowledge that Fall Line, Morningside, Continental, and S2G certain of the Investors (together with their Affiliates) are professional investment organizationsin the business of venture capital investing, and as such review the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no such Investor shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G any such Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G 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 Agreementinformation, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. If Further, the Company Company, each Investor, and each other stockholder party hereto acknowledge and agree that certain of the Investors or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity Affiliates of such consolidation Investors (each, a “Strategic Investor”) may presently have, or mergermay engage in the future in, then internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to the extent necessaryor that are directly or indirectly competitive with, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylawsdevelopment programs, products or services. Accordingly, the Restated Certificateexercise by such Strategic Investor of any rights under this Agreement or any other agreement related to the transactions contemplated by this Agreement (collectively, the “Transaction Agreements”), shall not in any way preclude or elsewhererestrict such Strategic Investor from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company, so long as such activities do not result in a violation of the case may beconfidentiality provisions of this Agreement or any other Transaction Agreement. Nothing herein or in any other Transaction Agreement shall be construed to impose on such Strategic Investor any restriction, duty or obligation other than as expressly set forth herein or therein.

Right to Conduct Activities. The Company hereby acknowledges and agrees that (i) the Purchaser and acknowledges that Fall Lineits respective partners, Morningside, Continental, affiliates and S2G are professional investment organizations, affiliates of its partners engage in a wide variety of activities and as such review the business plans and related proprietary information of have investments in many enterprisesother companies, some of which may compete directly or indirectly be competitive with the business of the Company; (ii) subject to any fiduciary obligations of the Purchaser’s designees to the Company’s Board of Directors, except as waived by the Company pursuant to this Section, it is critical that the Purchaser be permitted to continue to develop its current and future business and investment activities without any restriction arising from an investment by the Purchaser in the Company, the right of the Purchaser to designate directors of the Company or any other relationship, contractual or otherwise, between the Purchaser, on the one hand, and the Company or any of its affiliates, on the other hand; and (as currently conducted or as currently propose iii) from time to time, in connection with the foregoing activities of the Purchaser (collectively, the “Activities”), the Purchaser may have information that may be conducted). The Company hereby agrees that, useful to the extent permitted under applicable lawCompany or its other stockholders (which information may or may not be known by the member of the Company’s Board of Directors designated by the Purchaser), Fall Lineand neither the Purchaser nor any director so designated shall have any duty to disclose any information known to such person or entity to the Company or any of its other stockholders. In addition, Morningside, Continental and S2G the Purchaser shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G the Purchaser in any entity competitive with to the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G the Purchaser 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, and whether or not such action has a detrimental effect on the Company; provided, however, that unless such claim arises directly from the foregoing shall not relieve (x) any Purchaser’s misuse of confidential information in material breach of Section 3.4 of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Stockholders’ Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Lineeach of Third Rock Ventures IV, MorningsideL.P., ContinentalAtlas Venture Fund X, L.P., GV 2016, L.P., Partners Innovation Fund LLC, Be The Match BioTherapies, LLC, Access Industries Holdings LLC, Casdin Partners Master Fund, LP and S2G are professional investment organizationseach LP Investor (in each case, together with its Affiliates) and as such review the business plans and related proprietary information of many enterprisesfunds advised by Eventide Asset Management (each, collectively, an “Investing Entity”) invests in or may hereafter invest in one or more other portfolio companies (“PortCos”), some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees thatthat (a) no Investing Entity shall be deemed to be a Competitor of the Company in respect of any investment such Investing Entity makes in any PortCo, and (b) to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G such Investing Entity in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G such Investing Entity 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G are each Holder (together with its Affiliates) is a professional investment organizationsorganization, and as such review reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s or its Subsidiaries’ business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental each Holder (and S2G its Affiliates) shall not be liable to the Company or any of its Subsidiaries for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental such Holder (or S2G its Affiliates) in any entity competitive with the CompanyCompany or any of its Subsidiaries, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental such Holder (or S2G 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 CompanyCompany or any of its Subsidiaries; 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 or any of its Subsidiaries from any liability associated with his or her fiduciary duties to the Company. If the Company or any of its successors or assignees consolidates with or merges into any other Person and such Subsidiary. Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not the continuing or surviving corporation or entity of such consolidation or merger, then material and (ii) would likely cause competitive harm to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may beif publicly disclosed.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Linethe Investors (together with their Affiliates, Morningside, Continental, and S2G are sometimes collectively referred to herein as the “Funds”) are professional investment organizationsfunds that from time to time (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 as such review the business plans and related proprietary information of many enterprises, some of (b) engage in other activities which may compete directly or indirectly be deemed competitive with the Company’s business (as it is currently conducted or as currently propose to it may be conducted)conducted in the future. The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors 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. If Subject to clauses (x) and (y) above, nothing in this Agreement shall preclude, create an obligation or duty, or in any way restrict the Company Funds from evaluating or any purchasing securities, including publicly traded securities, of its successors a particular enterprise, whether or assignees consolidates not such enterprise has products or services which compete with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees those of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineMGC, Morningside, Continental, Adjuvant and S2G RA Capital (together with their Affiliates) are professional investment organizationsfunds, and these investment funds (as such review such), Pfizer and Brii (together with their respective Affiliates) may each make investments in or conduct business with (in the business plans case of Brii and related proprietary information of many enterprisesPfizer) various companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company and each Investor hereby agrees agree that, to the extent permitted under applicable law, Fall LineMGC, MorningsideAdjuvant, Continental RA Capital, Pfizer and S2G Brii shall not be liable to the Company or any such Investor for any claim arising out of, or based upon, (i) the their respective investment by Fall Linein, Morningsideor conduct of business with, Continental or S2G in any entity competitive with the Company, or (ii) actions taken by any partner, officer, officer employee or other representative of Fall LineMGC, MorningsideAdjuvant, Continental RA Capital, Pfizer or S2G Brii 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. The Company and each Investor that is a party to this Agreement, howeveracknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future, in internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with, the foregoing Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement, shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company. Notwithstanding the foregoing, this Section 5.9 shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure or use 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineEventide (together with its Affiliates), MorningsideAtlas, ContinentalNEA, Surveyor (together with its Affiliates), Xx, Xxxxxx, MPH, ARE, Verition, Xxxxxxx, Point72 and S2G Invus (each a “Fund”) are professional investment organizations, and as such review reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company acknowledges that the execution of this Agreement, the terms hereof and the access to confidential information hereunder shall in no way be construed to prohibit or restrict a Fund or any of their representatives from maintaining, making, or considering such investments or from otherwise operating in the ordinary course of business. The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no Fund shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G such Fund in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G such Fund to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision Nothing herein shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect construed to indemnification of members of the Board impose on any Fund any restriction, duty or obligation other than as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, expressly set forth herein or elsewhere, as the case may betherein.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Line, Morningside, Continental, and S2G certain of the Investors (together with their Affiliates) are professional investment organizationsfunds, and as such review the business plans and related proprietary information of many enterprisesinvest in numerous portfolio companies, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company further acknowledges and agrees that certain of the Investors or the Affiliates of such Investors (each, a “Strategic Investor”) may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products (independently or in cooperation with such third parties) that are similar to or that are directly or indirectly competitive with, the Company’s development programs, products or services. The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G such Investor shall not be liable to the Company for any claim arising out of, or based upon, (ia) the investment by Fall Line, Morningside, Continental or S2G such Investor in any entity competitive with the Company, or (iib) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G 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 further the Company agrees that the exercise by any Strategic Investor of any rights under any of the financing agreements shall not in any way preclude or restrict such Strategic Investor from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company; provided, however, that none of the foregoing shall not relieve (x) any of the Investors (together with their Affiliates) 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. If the Company Nothing herein or any of its successors or assignees consolidates with or merges into in any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision financing agreement shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect construed to indemnification of members of the Board impose on any Strategic Investor any restriction, duty or obligation other than as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, expressly set forth herein or elsewhere, as the case may betherein.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Lineeach of Third Rock Ventures IV, MorningsideL.P., ContinentalAtlas Venture Fund X, L.P., GV 2016, L.P., Partners Innovation Fund LLC, Be The Match BioTherapies, LLC and S2G are professional investment organizationsAccess Industries Holdings LLC (in each case, and as such review the business plans and related proprietary information of many enterprisestogether with its Affiliates) (each, an “Investing Entity”) invests in or may hereafter invest in one or more other portfolio companies (“PortCos”), some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees thatthat (a) no Investing Entity shall be deemed to be a Competitor of the Company in respect of any investment such Investing Entity makes in any PortCo, and (b) to the extent permitted under applicable law, Fall Line, Morningside, Continental and S2G no Investing Entity shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G such Investing Entity in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental or S2G such Investing Entity 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. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall LineTakeda, MorningsideRedmile, ContinentalJanus, PFM, EcoR1 and S2G are professional investment organizationsHatteras (together with their respective Affiliates, and as such review the “VC Funds”) reviews the business plans and related proprietary information of many enterprises, some of which may 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, Fall Line, Morningside, Continental and S2G shall the VC Funds will not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental or S2G the VC Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Fall Line, Morningside, Continental or S2G the VC 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 will 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. If Company or (z) Takeda from its obligations under that certain Collaboration Agreement (and the exhibits thereto) by and between the Company or any of its successors or assignees consolidates with or merges into any other Person and Takeda, dated August 8, 2017 (as amended from time to time, the “Collaboration Agreement”). Notwithstanding the foregoing, this Section 5.6 is not the continuing or surviving corporation or entity of such consolidation or merger, then subject to the extent necessary, proper provision shall be made so that the successors terms and assignees conditions of the Company assume Collaboration Agreement. In the obligations event of any conflict between this Section 5.6 and the Collaboration Agreement, the terms of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may beCollaboration Agreement will prevail.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Fall Linethe Investors (together with their Affiliates) are in the business of venture capital and/or private equity investing, Morningside, Continental, and S2G are professional investment organizations, and as such review the business plans and related proprietary information of of, and invest in, many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business Company (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, Fall Line, Morningside, Continental (A) nothing in this Agreement shall preclude or in any way restrict any Investor (or its Affiliates) from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company and S2G (B) each Investor (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Fall Line, Morningside, Continental such Investor (or S2G its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Fall Line, Morningside, Continental such Investor (or S2G 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. If the The Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so each Investor acknowledge and agree that the successors and assignees certain of the Company assume Investors or their Affiliates may presently have, or may engage in the obligations of the Company future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with respect such third parties, that are similar to indemnification of members of the Board as in effect immediately before such transactionor that are directly or indirectly competitive with, whether such obligations are contained in the Company’s Bylawsdevelopment programs, products or services. Nothing in this Agreement or any other agreement related to the Restated Certificatetransactions contemplated by this Agreement, shall in any way preclude or elsewhererestrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise, competes with those of the Company, so long as such activities do not result in a violation of the case may beconfidentiality provisions of this Agreement.