Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are professional venture capital and private equity investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may be conducted in the future). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates shall be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds from liability associated with the unauthorized 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 certain of the Investors and certain of (together with their respective Affiliates Affiliates) are professional venture capital and private equity investment funds (collectively, the “Funds”)organizations, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict any such Investors (together with its Affiliates) from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor such Investors (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund any such Investors (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund such Investor (or Fund Affiliate its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds such Investor (together with its 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.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are professional venture capital and private equity investment funds (collectively, the “FundsProfessional Investors”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds Professional Investors nor their Affiliates affiliates shall be liable to the Company for any claim solely arising out of, or solely based upon, (ia) the investment by a Fund the Professional Investors or any of their Affiliates affiliates in any entity competitive with the Company, or (iib) actions taken by any partner, officer or other representative of a Fund the Professional Investors or Fund Affiliate its affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT and whether or not such action has a detrimental effect on the Company; provided, however, however that the foregoing shall not relieve (x) the Professional Investors or any of the Funds party from liability associated with the unauthorized disclosure willful misuse of the Company’s confidential information obtained pursuant to this AgreementSections 2.1 or 2.2 hereof, or (yii) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are Sumeru (together with its Affiliates) is a professional venture capital and private equity investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Sumeru (and its Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund Sumeru (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund Sumeru (or Fund Affiliate its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain of the Investors and certain of their respective Affiliates are NCO (together with its Affiliates) is a professional venture capital and private equity investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict NCO or any of their Affiliatesthe Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates NCO (and its Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund NCO (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund NCO (or Fund Affiliate its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain of the Investors and certain of Purchasers (together with their respective Affiliates Affiliates) are professional venture capital and private equity investment funds (collectively, the “Funds”)organizations, and as such invest in numerous portfolio companiesreview the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Purchasers from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor Purchasers (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund any Purchaser (or any of their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund Purchaser (or Fund Affiliate their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Purchasers 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. (Remainder of page intentionally left blank.)

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are Initial Investor (together with its Affiliates) is a professional venture capital and private equity investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Initial Investor (and its Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund Initial Investor (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund Initial Investor (or Fund Affiliate its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds 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 certain of the Investors and certain each Investor (together with each of their respective Affiliates are Affiliates) is a professional venture capital and private equity investment funds (collectively, the “Funds”)fund, and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict such Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither none of the Funds Investors nor any of their respective Affiliates shall be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund any of the Investors or any of their respective Affiliates in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund any of the Investors or Fund Affiliate 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 Funds 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 certain each of the Investors and certain of their respective Affiliates are BIOS Entities is a professional venture capital and private equity investment funds (collectively, the “Funds”)fund, and as such invest invests in numerous portfolio companies, some of which may be deemed to be competitive with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company hereby agrees that, to the extent permitted under applicable law, neither none of the Funds nor BIOS Entities (or any of their Affiliates respective Affiliates) shall be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund any of the BIOS Entities (or any of their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund any of the BIOS Entities (or Fund Affiliate 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 Funds 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 certain each of the Investors and certain of Investor (together with their respective Affiliates are Affiliates) that is a professional venture capital investment organization reviews the business plans and private equity investment funds (collectively, the “Funds”), and as such invest in numerous portfolio companiesrelated proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict such Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor such Investors (and their Affiliates respective Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund such Investors (or any of their Affiliates respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund such Investors (or Fund Affiliate their respective Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain each of the Investors TZP Group Investments, L.P. and certain of TZP Group Holdings, L.P. (together with their respective Affiliates are Affiliates, “TZP”) is a professional venture capital and private equity investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates TZP shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates TZP in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund or Fund Affiliate TZP to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain of the Investors and certain of (including, but not limited to, CTKBS) (together with their respective Affiliates Affiliates) are professional venture capital and private equity investment funds (collectively, the “Funds”)organizations, and as such invest in numerous portfolio companiesreview the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict such Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor such Investors (and their Affiliates Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund such Investors (or any of their Affiliates Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund such Investors (or Fund Affiliate their Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain each of the Investors Helena and certain of their respective Affiliates are professional venture capital and private equity investment funds PML (collectively, the “FundsFund Investors”)) is a professional investment organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investors from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates Fund Investors shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a the Fund or any of their Affiliates Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a the Fund or Fund Affiliate Investors to assist any such competitive company, whether or not such action was taken as a member of the board Board of directors Directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain of the Investors and certain of each Investor (together with their respective Affiliates are professional venture capital and private equity investment funds (collectivelyAffiliates, the “Investment Funds”)) is a professional investment organizations, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Investment Funds from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither law the Investment Funds nor their Affiliates shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates the Investment Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund or Fund Affiliate the Investment 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 Funds 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 certain each of the Investors Alkeon, Alpha Wave, Apeiron, Xxxxxxxx, Xxxxxxxx Metal, InVivium, Lightswitch and certain of their respective Affiliates Point72 are professional venture capital and private equity investment funds organizations (collectivelyeach, the a “FundsProfessional Investor”), and as such invest in numerous portfolio companiesreview the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund Nothing in this Agreement shall preclude or in any Fund Affiliate investment fund way restrict the Professional Investor from evaluating or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives which manage or advise any such investment funds shall be considered a competitor services that compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates a Professional Investor shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates such Professional Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund or Fund Affiliate such Professional Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Professional Investor from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

Right to Conduct Activities. (a) The Company hereby agrees and acknowledges that certain of the Investors (including, without limitation, Abingworth, AVI, Longitude, Sofinnova and certain of their respective Affiliates Surveyor) are professional venture capital and private equity investment funds (collectivelyeach, the together with its Affiliates, a “FundsProfessional Investor”), and as such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as may currently proposed to be conducted in the futureconducted). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates such Professional Investors shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates such Professional Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate such Professional Investors to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. The Company acknowledges that the execution of this Agreement and the access to the Company’s confidential information shall in no way be construed to prohibit or restrict the Professional Investors, the investment advisers to any Professional Investor or such investment advisers’ other investment advisory clients from maintaining, making or considering investments in other companies, or from otherwise operating in the ordinary course of business.

Right to Conduct Activities. The Company Corporation hereby agrees and acknowledges that certain each of the Investors and certain of Preferred Stockholders (together with their respective Affiliates are affiliates) is a professional investment fund, or a venture capital and private equity investment funds (collectively, the “Funds”)arm of its affiliates, and as such invest invests in numerous portfolio companiescompanies and has affiliates, some of which may be deemed competitive with the CompanyCorporation’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company Corporation hereby agrees that, to the extent permitted under applicable law, neither none of the Funds nor their Affiliates Preferred Stockholders shall be liable to the Company Corporation for any claim solely arising out of, or solely based upon, (i) the investment by a Fund or any of their Affiliates such Preferred Stockholder in any entity competitive with the CompanyCorporation or the activities of such Preferred Stockholder’s Affiliates, or (ii) actions taken by any partner, officer or other representative of a Fund or Fund Affiliate the Preferred Stockholder 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 CompanyCorporation; provided, however, that the foregoing shall not relieve (x) any of the Funds Preferred Stockholders from liability associated with the unauthorized disclosure of the CompanyCorporation’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company Corporation from any liability associated with his or her fiduciary duties to the CompanyCorporation.

Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and certain of their respective Affiliates are professional venture capital and private equity investment funds organizations (collectivelysuch an Investor, the together its Affiliates, a “FundsFund Investor”), and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Nothing in this Agreement shall preclude or in any way restrict the Fund Investors from evaluating or any Fund Affiliate investment fund or any purchasing securities, including publicly traded securities, of their Affiliatesa particular enterprise, or investing or participating in any of their particular enterprise whether or their Affiliates’ partners, officers not such enterprise has products or representatives services which manage or advise any such investment funds shall be considered a competitor compete with those of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement Company; and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates no such Fund Investor shall be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a such Fund or any of their Affiliates Investor in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a such Fund or Fund Affiliate Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Funds Investors from liability associated with the unauthorized 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 certain of the Investors and certain of their respective Affiliates are bocm4, LLC, a Utah limited liability company (together with its Affiliates, “bocm4”) is a professional venture capital and private equity investment funds (collectively, the “Funds”)organization, and as such invest in numerous portfolio companiesreviews the business plans and related proprietary information of many enterprises, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as may currently propose to be conducted in the futureconducted). The parties agree that no Fund or any Fund Affiliate investment fund or any of their Affiliates, or any of their or their Affiliates’ partners, officers or representatives which manage or advise any such investment funds shall be considered a competitor of the Company solely as a result of such investment, management or advisory activities for purposes of this Agreement and the Company hereby agrees that, to the extent permitted under applicable law, neither the Funds nor their Affiliates bocm4 (and its Affiliates) shall not be liable to the Company for any claim solely arising out of, or solely based upon, (i) the investment by a Fund bocm4 (or any of their Affiliates its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer officer, employee or other representative of a Fund bocm4 (or Fund Affiliate its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that (i) the foregoing shall not relieve (x) any of the Funds 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, and (ii) the Company can require that any partner, officer, employee or other representative of bocm4 (or its Affiliates) actively engaged with an enterprise that directly or indirectly competes with the Company’s business not serve as a Director or observer to the Board of the Company.