Common use of RIGHT TO INVEST Clause in Contracts

RIGHT TO INVEST. HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each case for all Lenders and their permitted assignees or nominees, in each case, on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable). If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVax, or an investment bank or underwriter engaged on HilleVax’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two (2) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (i) termination of this Agreement, (ii) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 of HilleVax’s Equity Interest in the Qualified IPO, or (iii) consummation of the next Subsequent Financing.

RIGHT TO INVEST. HilleVax 8.1 To the extent consistent with applicable securities laws (including gun jumping prohibitions), Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated amount, in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each case aggregate for all Lenders and their permitted assignees or nominees, of up to Ten Million Dollars ($10,000,000), less any amounts previously invested by the Lenders or their permitted assignees or nominees pursuant to this Section 8.1, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO Subsequent Financing; provided that the Lenders and their permitted assignees or nominees may not, collectively, invest more than five percent (5%) of the total amount offered in each such Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxXxxxxxxx’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax 8.1 Lender or its assignee or nominee shall use its commercially reasonable efforts to provide have the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunityright, in their its discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next Subsequent Financing in an aggregate amount of no less than $250,000 and up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each case for all Lenders and their permitted assignees or nominees, in each case, 1,000,000 on substantially the same terms, conditions and pricing afforded to other investors participating purchasing securities for cash in any such Qualified IPO or Subsequent Financing (as applicable). If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next Subsequent Financing. For any purchase by Lender or its assignee or nominee, the Lenders (or their permitted assignees or nominees, purchasing entity shall be an “accredited investor” as applicable) participating defined in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by Regulation D promulgated under the Securities Act of 1933, as amended, and such purchasing entity shall execute the definitive purchase agreement and other agreements executed by such other investors in connection with such Subsequent Financing. In addition, if Borrower or any direct or indirect parent entity of Borrower undertakes an Initial Public Offering, Borrower will use its commercially reasonable efforts to cause the managing underwriter(s) of the Initial Public Offering to designate a number of shares equal to $1,000,000 of the common stock to be offered in the Initial Public Offering for sale under a “directed shares program” (such shares, the “Directed Shares”) and shall instruct such underwriter(s) to allocate the Directed Shares to be offered for sale, and to the extent such offer is accepted, sold to Lender and/or its designated affiliates. Lender acknowledges and agrees that (i) despite Borrower’s use of its commercially reasonable efforts, the underwriter(s) may determine their sole discretion that it is not advisable to designate all such shares as Directed Shares in the Initial Public Offering, in which case the number of Directed Shares may be reduced or no Directed Shares may be designated, as applicable; and (ii) notwithstanding the terms of this Agreement, the sale of any Directed Shares to any person pursuant hereto will only be made in compliance with all applicable FINRA Rules and federal, state and local laws, rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVax, or an investment bank or underwriter engaged on HilleVax’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two (2) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financingregulations. This Section 8.1, and all rights and obligations hereunder, shall survive the repayment of indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement and shall terminate upon on the earliest to occur of (i) termination 10th anniversary of this Agreement, (ii) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 of HilleVax’s Equity Interest in the Qualified IPO, or (iii) consummation of the next Subsequent Financing.

RIGHT TO INVEST. HilleVax 8.1 Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, the Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between Five Million Dollars ($10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing5,000,000), in each case the aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxBorrower’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax Borrower shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO lesser of (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in x) an amount equal to 5% of such Subsequent Financing and (y) $4,000,000 5,000,000, in the next Subsequent Financing), in each case aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxXxxxxxxx’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax a. Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, the Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between Five Million Dollars ($10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing5,000,000), in each case the aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxXxxxxxxx’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax 8.1 Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, the Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between Five Million Dollars ($10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing5,000,000), in each case the aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxXxxxxxxx’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax Borrower shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated in the Qualified IPO lesser of (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in x) an amount equal to 5% of such Subsequent Financing and (y) $4,000,000 5,000,000, in the next Subsequent Financing), in each case aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, Certain information has been omitted from this Exhibit 10.1 because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks [**] denote omissions. conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxXxxxxxxx’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax a. Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, the Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between Five Million Dollars ($10,000,000 and the amount the Lenders participated in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing5,000,000), in each case the aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxBorrower’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.

RIGHT TO INVEST. HilleVax Borrower shall provide (or in the case of a Subsequent Financing that is a registered offering, the Borrower shall use its commercially reasonable efforts to provide provide) the Lenders or their permitted assignees or nominees, designated as such in writing to Borrower, the opportunity, in their discretion, to participate in (a) the Qualified IPO in an amount not greater than $5,000,000 and (b) following the Qualified IPO, the next each Subsequent Financing in an aggregate amount of up to the difference between $10,000,000 and the amount the Lenders participated 5,000,000, in the Qualified IPO (for the purposes of clarity, if the Lenders or their permitted assignees or nominees purchased $6,000,000 of HilleVax’s Equity Interests in the Qualified IPO, then HilleVax shall use its commercially reasonable efforts to provide the Lenders or their permitted assignees or nominees, the opportunity to participate in an amount equal to $4,000,000 in the next Subsequent Financing), in each case aggregate for all Lenders and their permitted assignees or nominees, in each case, such Subsequent Financing on substantially the same terms, conditions and pricing afforded to other investors participating in such Qualified IPO or Subsequent Financing (as applicable)Financing. If the Lenders (or their permitted assignees or nominees) elect to participate in the Qualified IPO or the next any Subsequent Financing, the Lenders (or their permitted assignees or nominees, as applicable) participating in such Qualified IPO or Subsequent Financing agree to become a party to the agreements executed by the other investors participating in such Qualified IPO or Subsequent Financing, including with respect to obligations of confidentiality or as may otherwise be required by the Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. HilleVaxBorrower, or an investment bank or underwriter engaged on HilleVaxBorrower’s behalf, shall provide the Lenders or their permitted assignees or nominees at least two three (23) Business Days’ written notice of any planned Qualified IPO or the next Subsequent Financing and the opportunity to exercise the right to invest under this Section 8.1 with respect to any such Qualified IPO or Subsequent Financing. This Section 8.1, and all rights and obligations hereunder, shall terminate upon the earliest to occur of (ia) termination of this Agreement, Agreement or (iib) such time that the Lenders or their permitted assignees or nominees have purchased $10,000,000 5,000,000 of HilleVaxBorrower’s Equity Interest Interests in the Qualified IPO, or (iii) consummation of the next aggregate in Subsequent FinancingFinancings.