Common use of Right to Conduct Activities Clause in Contracts

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Xxxxxxxxx, F-Prime and ARCH (together with their Affiliates) is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH shall be liable to the Company for any claim arising out of, or based upon, (a) the investment by any of Xxxxxxxxx, F-Prime and ARCH in any entity competitive with the Company, or (b) actions taken by any partner, officer or other representative of any of Xxxxxxxxx, F-Prime and ARCH 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 XxxxxxxxxPXV, F-Prime TRV, RTW, Wellington, Janus, ABG, Nextech, Samsara, Red Tree and ARCH Xxxxxxx (together with their Affiliateseach, a “Professional Investment Organization”) is a are professional investment fundorganizations, and as such invests in numerous portfolio companieseach reviews 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 currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict any Professional Investment Organization 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 that compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH no Professional Investment Organization shall be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH Professional Investment Organization in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH Professional Investment Organization 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 Corporation hereby agrees and acknowledges that each of Xxxxxxxxx, F-Prime and ARCH the Preferred Stockholders (together with their Affiliatesrespective affiliates) is a professional investment fund, or a venture investment arm of its affiliates, and as such 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 currently propose to be conducted). The Company Corporation hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH the Preferred Stockholders shall be liable to the Company Corporation for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Preferred Stockholder in any entity competitive with the CompanyCorporation or the activities of such Preferred Stockholder’s Affiliates, or (bii) actions taken by any partner, officer or other representative of any of Xxxxxxxxx, F-Prime and ARCH 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 Investors 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 each of Xxxxxxxxx, F-Prime and ARCH certain Investors (together with their respective Affiliates) is a are professional investment fundorganizations (such Investors, “Fund Investors”), and as such invests 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime each Fund Investor (and ARCH its respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime such Fund Investor (and ARCH its respective Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime such Fund Investor (and ARCH its 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 Xxxxxxxxx(i) Xxxxxxxx Adveq Technology VIII L.P. (together with its Affiliates, F-Prime “Xxxxxxxx”) and ARCH (ii) GV 2017, L.P. and GV 2019 L.P. (together with their Affiliates, “GV”) is a are professional investment fundorganizations, and as such invests 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime Xxxxxxxx and ARCH GV shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH Xxxxxxxx or GV in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH Xxxxxxxx or GV 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 of Xxxxxxxxx, F-Prime and ARCH the Investors (together with their respective Affiliates) is a are professional investment fundorganizations, and as such invests 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 currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict any such Investors (together with its 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; and the Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime such Investors (and ARCH their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Investors (or its Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH such Investor (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 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 limited partners of the Limited Partnership and each of Xxxxxxxxx, F-Prime IVP and ARCH CPPIB (together with their Affiliatesrespective affiliates) is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The In addition to, and not in limitation of Article Ninth of the Certificate of Incorporation, the Company hereby agrees that, to the extent permitted under applicable law, none such limited partners and each of Xxxxxxxxx, F-Prime IVP and ARCH CPPIB shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxxsuch limited partners and IVP or CPPIB, F-Prime and ARCH as applicable, in any entity competitive with the Company, or (bii) actions taken by any partner, officer or other representative of any of Xxxxxxxxxsuch limited partners and IVP or CPPIB, F-Prime and ARCH as applicable 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 XxxxxxxxxBeacon Bioventures, F-Prime OrbiMed and ARCH New Leaf (in each case, together with their Affiliates) is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of XxxxxxxxxBeacon Bioventures, F-Prime OrbiMed, New Leaf and ARCH any other Investor which is a professional investment fund shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Investor in any entity competitive with the Company, or (bii) actions taken by any partner, officer or other representative of any of Xxxxxxxxx, F-Prime and ARCH such 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 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 XxxxxxxxxATP, F-Prime venBio, Versant, Atlas, Janus, Boxer Capital, Rock Springs, Redmile, and ARCH Xxxxxxxxx (together with their Affiliateseach a “Fund”) is a professional investment fundorganization, and as such reviews the business plans and related proprietary information of many enterprises and invests in numerous portfolio companies, some of which may be deemed competitive compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH no Fund shall be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Fund (or its Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, or other representative of any of Xxxxxxxxx, F-Prime and ARCH each such Fund (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 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 each certain of Xxxxxxxxx, F-Prime and ARCH (together with their Affiliates) is a the Investors are professional investment fundfunds (the “Professional Investors”), and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH neither the Professional Investors nor their affiliates shall be liable to the Company for any claim arising out of, or based upon, (a) the investment by any of Xxxxxxxxx, F-Prime and ARCH the Professional Investors or their affiliates in any entity competitive with the Company, or (b) actions taken by any partner, officer or other representative of any of Xxxxxxxxx, F-Prime and ARCH the Professional Investors 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, 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 Investors 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 each of XxxxxxxxxKKR, F-Prime Norwest, Vivo, venBio, and ARCH 5AM (together with their respective Affiliates) is a are professional investment fundfunds, and as such invests such, invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of XxxxxxxxxKKR, F-Prime Norwest, Vivo, venBio, and ARCH 5AM shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of XxxxxxxxxKKR, F-Prime Norwest, Vivo, venBio, and ARCH 5AM in any entity competitive with the Company, or (bii) actions taken by any partner, officer or other representative of any of XxxxxxxxxKKR, F-Prime Norwest, Vivo, venBio, and ARCH 5AM 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 XxxxxxxxxPivotal, F-Prime Novo, Vivo, Sofinnova, RA Capital, Surveyor Capital, and ARCH Rock Springs Capital (together with their Affiliates) is a are professional investment fundorganizations, and as such invests 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of XxxxxxxxxPivotal, F-Prime Novo, Vivo, Sofinnova, RA Capital, Surveyor Capital, and ARCH Rock Springs Capital (together with their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of XxxxxxxxxPivotal, F-Prime Novo, Vivo, Rock Springs Capital, and ARCH Sofinnova (together with their Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of XxxxxxxxxPivotal, F-Prime Novo, Vivo, Sofinnova, RA Capital, Surveyor Capital, and ARCH Rock Springs Capital (together with their Affiliates) (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 Xxxxxxxxx, F-Prime and ARCH (together with their Affiliates) the BIOS Entities is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed to be competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH the BIOS Entities (or any of their respective Affiliates) shall be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH the BIOS Entities (or any of their respective Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH the BIOS Entities (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 certain of Xxxxxxxxxthe Investors (including, F-Prime and ARCH but not limited to, CTKBS) (together with their Affiliates) is a are professional investment fundorganizations, and as such invests 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 currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict such 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, none of Xxxxxxxxx, F-Prime such Investors (and ARCH their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Investors (or their Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH such 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 each of Xxxxxxxxx, F-Prime and ARCH Malin Life Sciences Holdings Limited (together with their its Affiliates, “Malin”), Longitude Venture Partners III, L.P. (together with its Affiliates, “Longitude”), Vivo Capital Fund VIII, L.P. (together with its Affiliates, “Vivo”), Boxer Capital, LLC (together with its Affiliates, “Boxer”) is a professional investment fund, and as such invests Novartis each invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of XxxxxxxxxMalin, F-Prime Longitude, Vivo, Boxer and ARCH Novartis shall be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of XxxxxxxxxMalin, F-Prime and ARCH Longitude, Vivo, Boxer or Novartis, as applicable, in any entity competitive with the Company, Company or (bii) actions taken by any partner, shareholder, director, officer or other representative of any of XxxxxxxxxMalin, F-Prime and ARCH Longitude, Vivo, Boxer or Novartis, as applicable, 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 XxxxxxxxxOrchestra Medical Ventures II, F-Prime L.P. (“OMV II”) and ARCH Ascent Biomedical Ventures II, L.P. (“ABV II”) (together with their Affiliatesaffiliates) is a are professional investment fundfunds, and as such invests invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime OMV II and ARCH ABV II shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH OMV II or ABV II in any entity competitive with the Company, or (bii) actions taken by any partner, officer or other representative of any of Xxxxxxxxx, F-Prime and ARCH OMV II or ABV II 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 Xxxxxxxxxbocm4, F-Prime and ARCH LLC, a Utah limited liability company (together with their its Affiliates, “bocm4”) is a professional investment fundorganization, and as such invests 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime bocm4 (and ARCH its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH bocm4 (or its Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH bocm4 (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 (i) 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, 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.

Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Xxxxxxxxx, F-Prime and ARCH Gilead (together with their its Affiliates) is a professional and Redmile (together with its Affiliates) are engaged in investment fundactivities, and as such invests 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 currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime Gilead (and ARCH its Affiliates) and Redmile (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH Gilead (or its Affiliates) or Redmile (or its Affiliates) in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH Gilead (or its Affiliates) or Redmile (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 and/or use 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 XxxxxxxxxAlkeon, F-Prime Alpha Wave, Apeiron, Xxxxxxxx, Xxxxxxxx Metal, InVivium, Lightswitch and ARCH (together with their Affiliates) is a Point72 are professional investment fundorganizations (each, a “Professional Investor”), and as such invests 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 currently propose to be conducted). The Nothing in this Agreement shall preclude or in any way restrict the Professional Investor 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 that compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, none of Xxxxxxxxx, F-Prime and ARCH a Professional Investor shall not be liable to the Company for any claim arising out of, or based upon, (ai) the investment by any of Xxxxxxxxx, F-Prime and ARCH such Professional Investor in any entity competitive with the Company, or (bii) actions taken by any partner, officer officer, employee or other representative of any of Xxxxxxxxx, F-Prime and ARCH 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 Investors 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.