Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo is a professional investment organization, and as such 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each certain Investors are in the business of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon venture capital investing (“VC Investors”) and Zoo is a professional investment organization, and as such reviews therefore review the business plans and related proprietary information of many enterprises, some of including enterprises which may have products or services which compete directly or indirectly with those of the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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 VC Investors shall not be deemed to be a competitor of the Company due to minority investments or board designation rights in competitors, provided, however, that a representative of a VC Investor who is a member of the Board or who serves as a Board observer of the Company may not also be a member of the Board or serve as a Board observer for a competitor of the Company. The Company hereby agrees that, to the extent permitted under applicable law, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo its Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo such Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.. (signature pages follow) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. COMPANY: ALLAKOS INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Chief Executive Officer Address for Notice: 00 Xxxxxxxx Xx X Xxx Xxxxxx, XX 00000 Attention: Chief Executive Officer (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: NEA VENTURES 2017, LIMITED PARTNERSHIP By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President Address for notice: NEA Ventures 2017, Limited Partnership 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: NEW ENTERPRISE ASSOCIATES 16, L.P. By: NEA Partners 16, L.P., its general partner By: NEA 16 GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Counsel Address for notice: New Enterprise Associates 16, L.P. 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 (Signature Page to Amended and Restated Investors’ Rights Agreement) The parties are signing this Amended and Restated Investors’ Rights Agreement as of the date stated in the introductory clause. INVESTOR: RIVERVEST VENTURE FUND II, L.P. By: RiverVest Venture Partners II, L.P., its General Partner By: RiverVest Venture Partners II, LLC, its sole General Partner By: /s/ Xxxx X. XxXxxxx Xxxx XxXxxxx, Ph.D., Authorized Person Address for Notice: 000 X. Xxxxxx Road, Suite 1850 St. Louis, Missouri 63105

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaVersant, General CatalystSamsara, VSUMAlexandria Venture Investments, LAV RMB FundLLC (“Alexandria”), LAV USD FundDeerfield, SHCFidelity, the RMB SPVFidelity Investors, the Janus Investors, OrbiMed, Octagon Perceptive, RA Capital, Rock Springs, Surveyor and Zoo Venrock (together with each of their respective Affiliates) is a professional investment organization, and as such 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). Nothing in this Agreement shall preclude preclude, create an obligation or duty, or in any way restrict Sofinnovaany of Versant, General CatalystSamsara, VSUMAlexandria, LAV RMB FundDeerfield, LAV USD Fund, SHCFidelity, the RMB SPVFidelity Investors, the Janus Investors, OrbiMed, Octagon Perceptive, RA Capital, Rock Springs, Surveyor and Zoo Venrock (together with each of their respective Affiliates) from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise enterprise, whether or not such enterprise has products or services which compete with those of the Company; and the . The Company hereby agrees that, to the extent permitted under applicable law, each of SofinnovaVersant, General CatalystSamsara, VSUMAlexandria, LAV RMB FundDeerfield, LAV USD Fund, SHCFidelity, the RMB SPVFidelity Investors, the Janus Investors, OrbiMed, Octagon Perceptive, RA Capital, Rock Springs, Surveyor and Zoo Venrock (together with each of their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnovaany of Versant, General CatalystSamsara, VSUMAlexandria, LAV RMB FundDeerfield, LAV USD Fund, SHCFidelity, the RMB SPVFidelity Investors, the Janus Investors, OrbiMed, Octagon Perceptive, RA Capital, Rock Springs, Surveyor and Zoo Venrock (or any of their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sofinnovaany of Versant, General CatalystSamsara, VSUMAlexandria, LAV RMB FundDeerfield, LAV USD Fund, SHCFidelity, the RMB SPVFidelity Investors, the Janus Investors, OrbiMed, Octagon Perceptive, RA Capital, Rock Springs, Surveyor and Zoo Venrock (or any of 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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Sofinnovathe Major Investors, General CatalystBay City Capital Fund V, VSUML.P. and its Affiliates, LAV RMB Sunstone Life Science Ventures Fund III K/S and its Affiliates, Seed Capital Denmark II K/S and its Affiliates, Novo Holdings A/S and its Affiliates, Merck Ventures BV and its Affiliates, Innovationspatent Sverige AB and its Affiliates, Xxxxxxx-Xxxxx Squibb Company and its Affiliates, Ysios BioFund II Innvierte FCR and its Affiliates, OrbiMed Private Investments VII, LP and its Affiliates, OrbiMed Israel Partners II, LP and its Affiliates, HBM Healthcare Investments (Cayman) Ltd. and its Affiliates, FCPI BIO SANTÉ 2016-2017 and its Affiliates, Health for life Capital II Prima S.C.A. Raif and its Affiliates, Health for life Capital II FCPI - Alpha Compartment and its Affiliates, Maverick Ventures Investment Fund, LAV USD L.P. and its Affiliates, Maverick Advisors Fund, SHCL.P. and its Affiliates, Sphera and its Affiliates, Canica and its Affiliates, and, in the event they are no longer deemed to be Major Investors, Soleus, Eir and Hadean and their respective Affiliates (together with their Affiliates, collectively, the RMB SPV, OrbiMed, Octagon and Zoo is a “VC Sponsors”) are professional investment organizationorganizations in the business of venture capital and/or private equity investing, and as such reviews invest in and 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). Nothing The Company hereby agrees that, to the extent permitted under applicable law, (A) nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo any VC Sponsor (or their respective Affiliates) 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; Company and (B) the Company hereby agrees that, to the extent permitted under applicable law, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon VC Sponsors (and Zoo their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo VC Sponsors in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo VC Sponsors 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. The Company and the VC Sponsors acknowledge and agree that certain of the VC Sponsors 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 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 VC Sponsors 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 confidentiality provisions of this Agreement.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaLongitude, General CatalystLundbeckfonden, VSUMPBM, LAV RMB FundOmega, LAV USD FundEventide, SHCAlexandria, the RMB SPVInvus, OrbiMedCAM Capital, Octagon Xxxxxxx, Veriton and Zoo is a D1 (together with their respective Affiliates) are professional investment organizationorganizations, and as such reviews 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each of SofinnovaLongitude, General CatalystLundbeckfonden, VSUMPBM, LAV RMB FundOmega, LAV USD FundEventide, SHCAlexandria, the RMB SPVInvus, OrbiMedCAM Capital, Octagon Xxxxxxx, Veriton and Zoo D1 (and their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaLongitude, General CatalystLundbeckfonden, VSUMPBM, LAV RMB FundOmega, LAV USD FundEventide, SHCAlexandria, the RMB SPVInvus, OrbiMedCAM Capital, Octagon and Zoo Xxxxxxx, Veriton or D1 (or their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaLongitude, General CatalystLundbeckfonden, VSUMPBM, LAV RMB FundOmega, LAV USD FundEventide, SHCAlexandria, the RMB SPVInvus, OrbiMedCAM Capital, Octagon and Zoo Xxxxxxx, Veriton or D1 (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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaSands Capital Ventures, General CatalystLLC (together with its Affiliates), VSUMPBM ACU Holdings, LAV RMB FundLLC (together with its Affiliates), LAV USD FundPBM ACU Holdings II, SHCLLC (together with its Affiliates), the RMB SPVXxxxxxxxx, OrbiMed, Octagon and Zoo RA Capital (together with its Affiliates) is a professional investment organization, and as such 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each of SofinnovaSands Capital Ventures, General CatalystLLC (and its Affiliates), VSUMPBM ACU Holdings, LAV RMB FundLLC (together with its Affiliates), LAV USD FundPBM ACU Holdings II, SHCLLC (together with its Affiliates), the RMB SPV, OrbiMed, Octagon Xxxxxxxxx and Zoo RA Capital (or its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaSands Capital Ventures, General CatalystLLC (or its Affiliates), VSUMPBM ACU Holdings, LAV RMB FundLLC (together with its Affiliates), LAV USD FundPBM ACU Holdings II, SHCLLC (together with its Affiliates), the RMB SPV, OrbiMed, Octagon and Zoo Xxxxxxxxx or RA Capital (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaSands Capital Ventures, General CatalystLLC (or its Affiliates), VSUMPBM ACU Holdings, LAV RMB FundLLC (together with its Affiliates), LAV USD FundPBM ACU Holdings II, SHCLLC (together with its Affiliates), the RMB SPV, OrbiMed, Octagon and Zoo Xxxxxxxxx or RA Capital (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.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaBessemer Venture Partners, General CatalystGIM, VSUMLEC, LAV RMB FundX. Xxxx Price and the X. Xxxx Price Investors, LAV USD FundGV, SHCRaging Capital, the RMB SPVTCV, OrbiMedTPG, Octagon Durable Capital Master Fund LP (“Durable”), JPMC, Tiger and Zoo is a American Express Travel Related Services Company, Inc. (“Amex”), and their affiliated advisors and funds, are professional investment organizationmanagers and/or funds, and as such reviews the business plans and related proprietary information of many enterprisessuch, invest 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). Nothing in this Agreement shall preclude or in any way restrict SofinnovaNone of Bessemer Venture Partners, General CatalystGIM, VSUM, LAV RMB Fund, LAV USD Fund, SHCLEC, the RMB SPVX. Xxxx Price Investors, OrbiMedGV, Octagon Raging Capital, TCV, TPG, Durable, JPMC, Tiger, Amex or any of their Affiliates (including affiliated advisors and Zoo 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, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo funds) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaBessemer Venture Partners, General CatalystGIM, VSUM, LAV RMB Fund, LAV USD Fund, SHCLEC, the RMB SPVX. Xxxx Price Investors, OrbiMedGV, Octagon and Zoo Raging Capital, TCV, TPG, Durable, JPMC, Tiger or Amex, or any Affiliated funds, in any entity competitive with to the Company, or (ii) actions taken by any advisor, sub-advisor, partner, officer, employee officer or other representative of SofinnovaBessemer Venture Partners, General CatalystGIM, VSUMLEC, LAV RMB FundX. Xxxx Price Investors, LAV USD FundGV, SHCRaging Capital, the RMB SPVTCV, OrbiMedTPG, Octagon and Zoo Durable, JPMC, Tiger or Amex, or any Affiliated advisor or 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 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 member of the Company Board of Directors from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each Longwood, Xxxxx Bros., Xxxxxxxxx, XX Capital, BlackRock, Bessemer, Novartis, GV, 6 Dimensions, Pitango, AVM and their Affiliates (including any affiliated advisors and funds irrespective of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, whether such affiliated advisors or funds fit within the RMB SPV, OrbiMed, Octagon and Zoo is a definition of “Affiliate” pursuant to this Agreement) are professional investment organizationmanagers and/or funds or venture investment arms of their Affiliates, and as such reviews the business plans and related proprietary information of many enterprisessuch, invest in numerous portfolio companies or have Affiliates, 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). Nothing in Neither Longwood, Xxxxx Bros., Xxxxxxxxx, XX Capital, BlackRock, Bessemer, Novartis, GV, 6 Dimensions, Pitango, AVM nor any of their Affiliates (including any affiliated advisors and funds irrespective of whether such affiliated advisors or funds fit within the definition of “Affiliate” pursuant to this Agreement Agreement) shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaLongwood, General CatalystXxxxx Bros., VSUMXxxxxxxxx, LAV RMB FundXX Capital, LAV USD FundBlackRock, SHCBessemer, Novartis, GV, 6 Dimensions, Pitango, AVM or any of their Affiliates (including any affiliated advisor or fund irrespective of whether such affiliated advisor or fund fits within the RMB SPV, OrbiMed, Octagon and Zoo definition of “Affiliate” pursuant to this Agreement) in any entity competitive with to the CompanyCompany or the activities of their Affiliates, or (ii) actions taken by any advisor, partner, officer, employee officer or other representative of SofinnovaLongwood, General CatalystXxxxx Bros., VSUMXxxxxxxxx, LAV RMB FundXX Capital, LAV USD FundBlackRock, SHCBessemer, Novartis, GV, 6 Dimensions, Pitango, AVM or any of their Affiliates (including any affiliated advisor or fund irrespective of whether such affiliated advisor or fund fits within the RMB SPV, OrbiMed, Octagon and Zoo definition of “Affiliate” pursuant to this Agreement) 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 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 a breach of his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaCII (together with its Permitted CII Transferees), General CatalystSMC Growth Capital Partners II, VSUMLP (together with its Affiliates), LAV RMB FundNorth Sound Ventures, LAV USD FundLP (together with its Affiliates), SHCNorthpond Ventures LP (together with its Affiliates), the RMB SPVIronwood (together with its Affiliates), OrbiMed, Octagon Perceptive (together with its Affiliates) and Zoo ABG (together with its Affiliates) is a professional investment organizationfund, and as such reviews the business plans and related proprietary information of many enterprisesinvests 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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 The Company hereby agrees that none of SMC Growth Capital Partners II, LP, CII, North Sound Ventures, LP, Northpond Ventures LP, Ironwood, Perceptive or ABG shall be deemed a Competitor of this Company under this Agreement. The Company hereby further agrees that, to the extent permitted under applicable law, each none of SofinnovaSMC Growth Capital Partners II, General CatalystLP, VSUMCII, LAV RMB FundNorth Sound Ventures, LAV USD FundLP, SHCNorthpond Ventures LP, the RMB SPVIronwood, OrbiMed, Octagon and Zoo Perceptive or ABG shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaCII, General CatalystSMC Growth Capital Partners II, VSUMLP, LAV RMB FundNorth Sound Ventures, LAV USD FundLP, SHCNorthpond Ventures LP, the RMB SPVIronwood, OrbiMed, Octagon and Zoo Perceptive or ABG in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of SofinnovaCII, General CatalystSMC Growth Capital Partners II, VSUMLP, LAV RMB FundNorth Sound Ventures, LAV USD FundLP, SHCNorthpond Ventures LP, the RMB SPVIronwood, OrbiMed, Octagon and Zoo Perceptive or ABG to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that (a) each of SofinnovaVenrock Associates VII, General CatalystL.P., VSUMVenrock Partners VII, LAV RMB L.P. (collectively, along with their affiliates, “Venrock”), Droia Invest II SCSP (together with its affiliates, “Droia”), Lightstone Ventures II, L.P., Lightstone Ventures II (A), L.P. (collectively, along with their affiliates, “Lightstone”), Novo (together with their affiliates), RA Capital Funds (together with their affiliates), Ally Bridge MedAlpha Master Fund L.P. (together with its affiliates, “Ally Bridge”), Xxxxx Xxxxxxxxx Global Life Sciences Fund, LAV USD FundXxxxx Xxxxxxxxx Biotech Innovation Master Fund Limited, SHCXxxxx Xxxxxxxxx Capital Funds plc on behalf of its series Xxxxx Xxxxxxxxx Global Life Sciences Fund and Xxxxx Xxxxxxxxx Horizon Fund - Biotechnology Fund (collectively, the RMB SPValong with their affiliates, OrbiMed“Janus”), Octagon Xxxxx Brothers Life Sciences, L.P. and Zoo is a 667, L.P. (collectively, along with their affiliates, “Xxxxx Brothers”) and CaaS Opportunity LLC (together with its affiliates, “CaaS”) (“Fund Investors”) are professional investment organizationfunds, and as such reviews the business plans and related proprietary information of many enterprisesinvest capital 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). Nothing ; and (b) Celgene Corporation (“Celgene”) invests capital in this Agreement shall preclude or in any way restrict Sofinnovaother companies, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo from evaluating or purchasing securities, including publicly traded securities, some of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete may be deemed competitive with those of the Company; and the ’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon Fund Investors and Zoo Celgene shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo a Fund Investor or Celgene in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo a Fund Investor or Celgene 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 a Fund Investor or Celgene from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or any other agreement (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company or (z) Celgene from a breach of any other agreement with the Company. For the avoidance of doubt, no Fund Investor shall be deemed “a competitor of the Company” for purposes of Subsections 3.1, 3.2 or 4.1.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaThe Column Group, General CatalystL.P. and its Affiliates (collectively, VSUM“TCG”), LAV RMB Ponoi Capital, LP, Ponoi Capital II, LP and their respective Affiliates (collectively, “Ponoi”), Beaming Star Global Limited (“Beaming Star”), Classic Key International Limited (“Classic Key”), Puccini Investments Holdings Limited (“Puccini”) and their respective Affiliates, and RA Capital (as defined below), Xxxxxxx Life Sciences Public Overage Fund, LAV USD L.P., Xxxxxxx Life Sciences Public Fund, SHCL.P. and their respective Affiliates (collectively, “Xxxxxxx”), Venrock Healthcare Capital Partners EG, L.P., Venrock Healthcare Capital Partners III, L.P., VHCP Co-Investment Holdings III, LLC and their respective Affiliates (collectively “Venrock”), Franklin Strategic Series – Franklin Biotechnology Discovery Fund, Franklin Xxxxxxxxx Investment Funds – Franklin Biotechnology Discovery Fund and their respective Affiliates (collectively, “Franklin”), 5AM Opportunities II, L.P. and their respective Affiliates (collectively, “5AM”), Deep Track Biotechnology Master Fund, Ltd. (“Deep Track” and collectively with RA Capital, Beaming Star, Classic Key, Puccini, TCG, Ponoi, Xxxxxxx, Venrock, Franklin and 5AM the RMB SPV, OrbiMed, Octagon and Zoo is a professional “Funds”) are entities engaged in investment organizationactivities or are investment entities or investment funds, and as such reviews the business plans invest in numerous portfolio companies and related proprietary information of many enterpriseshave Affiliates, some of which may compete directly or indirectly be deemed competitive with the Company’s business (as currently conducted business. Neither any Fund nor its partners, employees, Affiliates, advisors or as currently propose to be conducted). Nothing in this Agreement affiliated investment funds shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo such Fund or any affiliated investment fund in any entity entity, or activities of such Affiliates, that may be competitive with to the Company, Company or (ii) actions taken by any partner, officer, employee advisor or other representative of Sofinnovasuch Fund in his, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo her or its capacity as such 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 nothing herein shall not relieve (x) any of the Investors Fund or any other party from liability associated with the unauthorized disclosure misuse 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 Companyas set forth in Section 2.3 above.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaSuvretta, General CatalystSamsara Caas, VSUMthe OrbiMed Funds, LAV RMB FundFunds, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon Lilly and Zoo Deerfield (together with their respective Affiliates) is a professional investment organizationorganization or otherwise engages in investment activities in the ordinary course of business, and as such 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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, each none of SofinnovaSuvretta, General CatalystSamsara, VSUMCaas, the OrbiMed Funds, LAV RMB FundFunds, LAV USD FundLilly, SHC, the RMB SPV, OrbiMed, Octagon Deerfield (and Zoo their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaSuvretta, General CatalystSamsara, VSUMCaas, the OrbiMed Funds, LAV RMB FundFunds, LAV USD FundLilly, SHC, the RMB SPV, OrbiMed, Octagon and Zoo Deerfield (or their respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaSuvretta, General CatalystSamsara, VSUMCaas, the OrbiMed Funds, LAV RMB FundFunds, LAV USD FundLilly, SHC, the RMB SPV, OrbiMed, Octagon and Zoo Deerfield (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 Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that ARCH (together with its Affiliates), Gemini (together with its Affiliates), Milky Way (together with its Affiliates), WuXi PharmaTech Healthcare Fund I L.P. (“WuXi”) (together with its Affiliates) and Foresite Capital Fund IV, L.P. (“Foresite”) (together with its Affiliates) are each professional investment organizations, and that each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon GSK (together with its Affiliates) and Zoo is a professional AstraZeneca (together with its Affiliates) engages in “corporate venture” and other investment organizationactivities, and as such reviews each of ARCH (and its Affiliates), Gemini (and its Affiliates), Milky Way (and its Affiliates), WuXi (and its Affiliates), Foresite (and its Affiliates), GSK (and its Affiliates) and AstraZeneca (and its Affiliates) 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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 The Company hereby agrees that, to the extent permitted under applicable law, each of SofinnovaARCH (and its Affiliates), General CatalystGemini (and its Affiliates), VSUMMilky Way (and its Affiliates), LAV RMB FundWuXi (and its Affiliates), LAV USD FundForesite (and its Affiliates), SHC, the RMB SPV, OrbiMed, Octagon GSK (and Zoo its Affiliates) and AstraZeneca (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaARCH (or its Affiliates), General CatalystGemini (or its Affiliates), VSUMMilky Way (or its Affiliates), LAV RMB FundWuXi (or its Affiliates), LAV USD FundForesite (or its Affiliates), SHC, the RMB SPV, OrbiMed, Octagon and Zoo GSK (or its Affiliates) or AstraZeneca (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaARCH (or its Affiliates), General CatalystGemini (or its Affiliates), VSUMMilky Way (or its Affiliates), LAV RMB FundWuXi (or its Affiliates), LAV USD FundForesite (or its Affiliates), SHC, the RMB SPV, OrbiMed, Octagon and Zoo GSK (or its Affiliates) or AstraZeneca (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.

Right to Conduct Activities. The Company hereby agrees and acknowledges that (a) each of SofinnovaVenrock Associates VII, General CatalystL.P., VSUMVenrock Partners VII, LAV RMB L.P. (collectively, along with their affiliates, “Venrock”), Droia Invest II SCSP (together with its affiliates, “Droia”), Lightstone Ventures II, L.P., Lightstone Ventures II (A), L.P. (collectively, along with their affiliates, “Lightstone”), Novo (together with their affiliates), RA Capital Funds (together with their affiliates), Ally Bridge MedAlpha Master Fund L.P. (together with its affiliates, “Ally Bridge”), Xxxxx Xxxxxxxxx Global Life Sciences Fund, LAV USD Xxxxx Xxxxxxxxx Biotech Innovation Master Fund Limited, Xxxxx Xxxxxxxxx Capital Funds plc on behalf of its series Xxxxx Xxxxxxxxx Global Life Sciences Fund and Xxxxx Xxxxxxxxx Horizon Fund—Biotechnology Fund (collectively, SHCalong with their affiliates, the RMB SPV“Janus”), OrbiMedXxxxx Brothers Life Sciences, Octagon L.P. and Zoo is a 667, L.P. (collectively, along with their affiliates, “Xxxxx Brothers”) and CaaS Opportunity LLC (together with its affiliates, “CaaS”) (“Fund Investors”) are professional investment organizationfunds, and as such reviews the business plans and related proprietary information of many enterprisesinvest capital 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). Nothing ; and (b) Celgene Corporation (“Celgene”) invests capital in this Agreement shall preclude or in any way restrict Sofinnovaother companies, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo from evaluating or purchasing securities, including publicly traded securities, some of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete may be deemed competitive with those of the Company; and the ’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon Fund Investors and Zoo Celgene shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo a Fund Investor or Celgene in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee officer or other representative of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo a Fund Investor or Celgene 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 a Fund Investor or Celgene from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or any other agreement (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company or (z) Celgene from a breach of any other agreement with the Company. For the avoidance of doubt, no Fund Investor shall be deemed “a competitor of the Company” for purposes of Subsections 3.1, 3.2 or 4.1.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of SofinnovaNEXTECH V ONCOLOGY S.C.S., General CatalystSICAV-SIF (“Nextech”) (together with its Affiliates), VSUMOrbiMed Private Investments V, LAV RMB L.P (“OrbiMed”) (together with its Affiliates), Avoro Life Sciences Fund LLC (“Avoro”) (together with its Affiliates), RA Capital Healthcare Fund, LAV USD FundL.P. (“RA Capital”) (together with its Affiliates), SHCBoxer Capital, LLC (“Boxer”) (together with its Affiliates), Viking Global Opportunities Illiquid Investments Sub-Master LP (“Viking Global”) (together with its Affiliates), and the RMB SPV, OrbiMed, Octagon and Zoo Wellington Investors (together with their Affiliates) is a professional investment organization, and as such 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). Nothing in The Company acknowledges that the execution of this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHCAgreement, the RMB SPVterms hereof and the access to confidential information hereunder shall in no way be construed to prohibit or restrict Nextech (and its Affiliates), OrbiMedOrbiMed (and its Affiliates), Octagon Avoro (and Zoo its Affiliates), RA Capital (and its Affiliates), Boxer (and its Affiliates), Viking Global (and its Affiliates) and the Wellington Investors (and their Affiliates) from evaluating maintaining, making or purchasing securitiesconsidering investments in such enterprises, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products enterprises compete directly or services which compete indirectly with those of the Company; and , or from otherwise operating in the ordinary course of business. The Company hereby agrees that, to the extent permitted under applicable law, each of SofinnovaNextech (and its Affiliates), General CatalystOrbiMed (and its Affiliates), VSUMAvoro (and its Affiliates), LAV RMB FundRA Capital (and its Affiliates), LAV USD FundBoxer (and its Affiliates), SHC, Viking Global (and its Affiliates) and the RMB SPV, OrbiMed, Octagon Wellington Investors (and Zoo their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by SofinnovaNextech (or its Affiliates), General CatalystOrbiMed (or its Affiliates), VSUMAvoro (or its Affiliates), LAV RMB FundRA Capital (or its Affiliates), LAV USD FundBoxer (or its Affiliates), SHC, Viking Global (or its Affiliates) or the RMB SPV, OrbiMed, Octagon and Zoo Wellington Investors (or their Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaNextech (or its Affiliates), General CatalystOrbiMed (or its Affiliates), VSUMAvoro (or its Affiliates), LAV RMB FundRA Capital (or its Affiliates), LAV USD FundBoxer (or its Affiliates), SHC, Viking Global (or its Affiliates) or the RMB SPV, OrbiMed, Octagon and Zoo Wellington Investors (or 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.

Right to Conduct Activities. The Company hereby agrees and acknowledges that Aisling (together with its Affiliates), Versant (together with its Affiliates), Amzak (together with its Affiliates), GV (together with its Affiliates), Sixty Degree (together with its Affiliates), HBM (together with its Affiliates), NEA (together with its Affiliates), each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon RTW Entities (together with their Affiliates) and Zoo is a Avoro (together with its Affiliates) are professional investment organizationorganizations, and as such reviews 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). Nothing in this Agreement shall preclude or in any way restrict Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon and Zoo 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 The Company hereby agrees that, to the extent permitted under applicable law, Aisling (together with its Affiliates), Versant (and its Affiliates), Amzak (and its Affiliates), GV (and its Affiliates), Sixty Degree (and its Affiliates), HBM (and its Affiliates), NEA (and its Affiliates), each of Sofinnova, General Catalyst, VSUM, LAV RMB Fund, LAV USD Fund, SHC, the RMB SPV, OrbiMed, Octagon RTW Entities (together with their Affiliates) and Zoo Avoro (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment investments by SofinnovaAisling (together or its Affiliates), General CatalystVersant (or its Affiliates), VSUMAmzak (and its Affiliates), LAV RMB FundGV (and its Affiliates), LAV USD FundSixty Degree (and its Affiliates), SHCHBM (and its Affiliates), NEA (and its Affiliates), each of the RMB SPV, OrbiMed, Octagon RTW Entities (together with their Affiliates) or Avoro (and Zoo its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of SofinnovaAisling (together or its Affiliates), General CatalystVersant (or its Affiliates), VSUMAmzak (and its Affiliates), LAV RMB FundGV (and its Affiliates), LAV USD FundSixty Degree (and its Affiliates) HBM (and its Affiliates), SHCNEA (and its Affiliates), each of the RMB SPV, OrbiMed, Octagon RTW Entities (together with their Affiliates) or Avoro (and Zoo 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.