Common use of Voting Rights Generally Clause in Contracts

Voting Rights Generally. All of the New Preferred Stock will vote together as a single class with the Common Stock, except as outlined below in the sections entitled “Directors” and “Protective Provisions”. Directors: The Company’s charter and by-laws shall allow for up to seven (7) members on the Company’s Board of Directors. The size of the Board of Directors shall be initially set at seven (7). Holders of Series A-1 Stock shall have the right to elect two (2) directors (the “A-1 Directors”), who will initially be Xxxxxx Muenchbach and Xxxxxxx Xxxxxxx. Oxford Biosciences, HealthCare Ventures and Wellcome Trust, by majority vote, voting together, shall have the right to elect one (1) director (the “G3 Director”), who initially shall be Xxxxxxxx Xxxxxxx. One (1) member of the Board of Directors shall be the Company’s CEO. MPM Capital shall have the right to elect one (1) director who shall be an individual with particular expertise in the development of pharmaceutical products (the “Industry Expert Director”) and who initially shall be Xxxxxxxxx Xxxxxx. The remaining two (2) directors will be designated “independent directors” and be nominated by a majority of the Board of Directors including a majority of the A-1 Directors, the G3 Director and the Industry Expert Director, acting together, and shall be elected by the holders of New Preferred Stock and Common Stock voting together as a single class. Such “independent directors” shall initially be Xxxx Xxxxxxxx and Xxxx Xxxxxx. Until such time as shares of the Company’s capital stock are traded on a national securities exchange and all shares of the New Preferred Stock are converted into Common Stock, HealthCare Ventures shall have the right to have one (1) observer present at all meetings of the Board of Directors.