Common use of Stand Still Clause in Contracts

Stand Still. Notwithstanding anything to the contrary contained in the Articles, Novartis’ and its Affiliates’ (collectively, the “Stand-Still Shareholders Group”) holding percentage in Company’s issued and outstanding share capital on an as-converted basis, at any time, shall be limited such that, unless approved by the holders of at least a majority of the voting power represented by the then issued and outstanding Preferred Shares (treated together as a single class, on an as-converted basis, without taking into account any Preferred Shares held by Novartis or any of its Affiliates), (i) in no event (whether pursuant to the purchase of shares or rights thereto from the Company, directly or by exercising preemptive rights pursuant to the Articles or similar participation rights, or from any shareholder of the Company (whether directly, by exercising first refusal rights pursuant to the Articles or otherwise), or by the conversion of any Convertible Securities or Options (as such terms are defined in the Articles) or the application of any anti-dilution protection, or by entering into any voting or similar agreement with any holder of an equity interest in the Company (other than voting undertakings actually taken by the holders of substantially all of the shares of the Company on a Fully Diluted Basis), or otherwise) shall Novartis and/or its Affiliates hold Ordinary Shares, Options or Convertible Securities (as such terms are defined in the Articles) constituting more than the Novartis Permitted Percentage of the issued and outstanding share capital of the Company (as defined below), and (ii) any issuance by the Company or Transfer (as defined in the Articles) by any party to Novartis or its Affiliates of any Ordinary Shares, Options or Convertible Securities, in a number that will result in Novartis and its Affiliates holding, in the aggregate, more than Novartis Permitted Percentage of the Company’s issued and outstanding share capital, shall be null and void and shall not be recorded by the Company in its corporate records; provided, however, that nothing herein shall require Novartis or its Affiliates to sell or Transfer (a) any of the shares that have been issued to Novartis pursuant to those certain Investment Agreements by and between the Company and Novartis dated August 18, 2014 and October 9, 2015 and by and between the Company, Novartis and other investors dated June 18, 2017, nor any of the Ordinary Shares that are issuable to Novartis upon an exercise of the Ordinary Shares Warrant Agreement by and between the Company and Novartis dated September 1, 2014 or the Series F-2 Preferred Shares issuable upon exercise of the Warrant Agreement by and between the Company and Novartis dated July 3, 2017 in order to keep the Permitted Percentage. The "Novartis Permitted Percentage" shall mean the lesser of (i) 19.90% of the issued and outstanding share capital of the Company, or (ii) 19.90% of the voting power represented by the issued and outstanding share capital of the Company on an as-converted basis.

Stand Still. Notwithstanding anything to (a) In no event during the contrary contained in period of time beginning on the Articles, Novartis’ date of this Agreement and its Affiliates’ (collectively, the “Stand-Still Shareholders Group”) holding percentage in Company’s issued and outstanding share capital on an as-converted basis, at any timeextending for five years hereafter, shall be limited such thatany of Microsoft Corporation, unless approved by Sony Corporation of America, Covad Communications Investment Corp., Covad Communications Group, Inc., Cyber Commerce Limited or America Online, Inc. (each a "Strategic Investor") acquire beneficial ownership (within the holders meaning of at least a majority Rule 13d-3 of the Securities and Exchange Act of 1934, as amended) of 15% or more of the voting power represented by the then issued and outstanding Preferred Shares securities (treated together as a single class, on an as-as if converted to Common Stock basis) of the Company then outstanding, without taking into account any Preferred Shares held by Novartis the prior written consent of the Company. (b) The covenant set forth in subsection (a) above shall terminate and be of no further force or effect with respect to a Strategic Investor upon the occurrence of any of its Affiliates), the following after the date of this Agreement: (i) in no event (whether pursuant The Company shall sell or issue equity securities of the Company to persons or entities with which the Company is entering or has entered into a strategic relationship and such persons or entities shall not enter into a standstill agreement substantially similar to the purchase agreement set forth in subsection (a) above; (ii) The breach of the agreement set forth in subsection (a) by another Strategic Investor, unless such breach is unintentional and is cured within ten (10) business days from the date that such breach first becomes known to the Company (provided that the provision of such opportunity to cure does not prejudice or hinder the right of any other party hereto); (iii) Such time as any corporation, partnership, individual, trust, unincorporated association, or other entity or "person" (as defined in Section 13(d)(3) of the 1934 Act), other than a party hereto (a "Third Party"), shall have: (A) commenced, or publicly announced an intention to commence, a tender offer or exchange offer for any shares or rights thereto from of any class of capital stock of the Company, directly or the consummation of which would result in "beneficial ownership" (as defined under the ▇▇▇▇ ▇▇▇) by exercising preemptive rights pursuant to the Articles or similar participation rights, or from any shareholder of the Company such Third Party (whether directly, by exercising first refusal rights pursuant to the Articles or otherwise), or by the conversion of any Convertible Securities or Options together with all such Third Party's "affiliates" and "associates" (as such terms are defined in the Articles1934 Act)) of fifteen percent (15%) or the application of any anti-dilution protection, or by entering into any voting or similar agreement with any holder of an equity interest in the Company (other than voting undertakings actually taken by the holders of substantially all more of the shares of the Company on a Fully Diluted Basis), or otherwise) shall Novartis and/or its Affiliates hold Ordinary Shares, Options or Convertible Securities (as such terms are defined in the Articles) constituting more than the Novartis Permitted Percentage of the issued and outstanding share capital stock of the Company (as defined below)measured on a fully diluted basis, and (ii) any issuance by assuming the Company conversion, exercise or Transfer (as defined in the Articles) by any party to Novartis or its Affiliates exchange of any Ordinary Sharesof the then outstanding securities convertible, Options exercisable or Convertible Securitiesexchangeable for, in a number that will result in Novartis and its Affiliates holdingor any other rights to acquire shares of, in the aggregate, more than Novartis Permitted Percentage capital stock of the Company’s issued and outstanding share capital) (collectively, shall be null and void and shall not be recorded by for purposes of this Section 2.11, the Company in its corporate records; provided, however, that nothing herein shall require Novartis or its Affiliates to sell or Transfer (a) any of the shares that have been issued to Novartis pursuant to those certain Investment Agreements by and between the Company and Novartis dated August 18, 2014 and October 9, 2015 and by and between the Company, Novartis and other investors dated June 18, 2017, nor any of the Ordinary Shares that are issuable to Novartis upon an exercise of the Ordinary Shares Warrant Agreement by and between the Company and Novartis dated September 1, 2014 or the Series F-2 Preferred Shares issuable upon exercise of the Warrant Agreement by and between the Company and Novartis dated July 3, 2017 in order to keep the Permitted Percentage. The "Novartis Permitted Percentage" shall mean the lesser of (i) 19.90% of the issued and outstanding share capital of the Company, or (ii) 19.90% of the voting power represented by the issued and outstanding share capital of the Company on an as-converted basis.Capital Stock");

Stand Still. Notwithstanding anything to (a) In no event during the contrary contained in period of time beginning on the Articles, Novartis’ date of this Agreement and its Affiliates’ (collectively, the “Stand-Still Shareholders Group”) holding percentage in Company’s issued and outstanding share capital on an as-converted basis, at any timeextending for five years hereafter, shall be limited such thatany of Microsoft Corporation, unless approved by Sony Corporation of America, Covad Communications Investment Corp., Covad Communications Group, Inc., Cyber Commerce Limited or America Online, Inc. (each a "Strategic Investor") acquire beneficial ownership (within the holders meaning of at least a majority Rule 13d-3 of the Securities and Exchange Act of 1934, as amended) of 15% or more of the voting power represented by the then issued and outstanding Preferred Shares securities (treated together as a single class, on an as-as if converted to Common Stock basis) of the Company then outstanding, without taking into account any Preferred Shares held by Novartis the prior written consent of the Company. (b) The covenant set forth in subsection (a) above shall terminate and be of no further force or effect with respect to a Strategic Investor upon the occurrence of any of its Affiliates), the following after the date of this Agreement: (i) in no event (whether pursuant The Company shall sell or issue equity securities of the Company to persons or entities with which the Company is entering or has entered into a strategic relationship and such persons or entities shall not enter into a standstill agreement substantially similar to the purchase agreement set forth in subsection (a) above; (ii) The breach of the agreement set forth in subsection (a) by another Strategic Investor, unless such breach is unintentional and is cured within ten (10) business days from the date that such breach first becomes known to the Company (provided that the provision of such opportunity to cure does not prejudice or hinder the right of any other party hereto); (iii) Such time as any corporation, partnership, individual, trust, unincorporated association, or other entity or "person" (as defined in Section 13(d)(3) of the 1934 Act), other than a party hereto (a "Third Party"), shall have: (A) commenced, or publicly announced an intention to commence, a tender offer or exchange offer for any shares or rights thereto from of any class of capital stock of the Company, directly or the consummation of which would result in "beneficial ownership" (as defined under the ▇▇▇▇ ▇▇▇) by exercising preemptive rights pursuant to the Articles or similar participation rights, or from any shareholder of the Company such Third Party (whether directly, by exercising first refusal rights pursuant to the Articles or otherwise), or by the conversion of any Convertible Securities or Options together with all such Third Party's "affiliates" and "associates" (as such terms are defined in the Articles1934 Act)) of fifteen percent (15%) or the application of any anti-dilution protection, or by entering into any voting or similar agreement with any holder of an equity interest in the Company (other than voting undertakings actually taken by the holders of substantially all more of the shares of the Company on a Fully Diluted Basis), or otherwise) shall Novartis and/or its Affiliates hold Ordinary Shares, Options or Convertible Securities (as such terms are defined in the Articles) constituting more than the Novartis Permitted Percentage of the issued and outstanding share capital stock of the Company (as defined below)measured on a fully diluted basis, and (ii) any issuance by assuming the Company conversion, exercise or Transfer (as defined in the Articles) by any party to Novartis or its Affiliates exchange of any Ordinary Sharesof the then outstanding securities convertible, Options exercisable or Convertible Securitiesexchangeable for, in a number that will result in Novartis and its Affiliates holdingor any other rights to acquire shares of, in the aggregate, more than Novartis Permitted Percentage capital stock of the Company’s issued and outstanding share capital) (collectively, shall be null and void and shall not be recorded by for purposes of this Section 2.12, the Company in its corporate records; provided, however, that nothing herein shall require Novartis or its Affiliates to sell or Transfer (a) any of the shares that have been issued to Novartis pursuant to those certain Investment Agreements by and between the Company and Novartis dated August 18, 2014 and October 9, 2015 and by and between the Company, Novartis and other investors dated June 18, 2017, nor any of the Ordinary Shares that are issuable to Novartis upon an exercise of the Ordinary Shares Warrant Agreement by and between the Company and Novartis dated September 1, 2014 or the Series F-2 Preferred Shares issuable upon exercise of the Warrant Agreement by and between the Company and Novartis dated July 3, 2017 in order to keep the Permitted Percentage. The "Novartis Permitted Percentage" shall mean the lesser of (i) 19.90% of the issued and outstanding share capital of the Company, or (ii) 19.90% of the voting power represented by the issued and outstanding share capital of the Company on an as-converted basis.Capital Stock");