Common use of Transfer Procedure Clause in Contracts

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of Following the executed Warrant, Perceptive may transfer all or part issuance of this Warrant to Oxford, Oxford may transfer same in whole or in part to one or more affiliates of its affiliates (eachOxford, an “Perceptive Affiliate”), by execution of and in connection with any such transfer Oxford and the affiliate transferee shall execute and deliver to the Company an Assignment substantially in the form of Appendix 22 hereto. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate Oxford affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) such Oxford affiliate or any subsequent Holder will give the Company written notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent Holder shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 22 and delivery by the transferee to the Company of a duly executed signature page to the Option and Support Agreement (unless such Oxford Affiliate has previously delivered to the Company an executed signature page to the Option and Support Agreement and acknowledges in connection with such transfer that the portion of the Warrant transferred and the securities issuable thereunder will be subject to the terms of the Option and Support Agreement). Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable securities issued, directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant or the Shares issued upon exercise of this Warrant (or the securities issued, directly or indirectly, upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant (and/or any stock certificates representing the Shares issued upon exercise of this Warrant (or the securities issued directly or indirectly, upon conversion of the Shares, if any) being transferred) to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that such transferee shall deliver a duly executed signature page to the Option and Support Agreement to the Company and agree in writing with the Company to be bound by all of the terms and conditions of this Warrant or to which the Shares issued upon exercise of this Warrant (or the securities issued directly or indirectly, upon conversion of the Shares, if any) being transferred are then subject, as applicable. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued directly or indirectly upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive [__________] of the executed Warrant, Perceptive may [__________] [may][will] transfer all [or part part] of this Warrant to [its parent company, [__________]] [one or more of its [__________]’s affiliates (each, an “Perceptive [__________] Affiliate”), by execution of an Assignment substantially in the form of Appendix 2]. [By its acceptance of this Warrant, [__________] hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof.] Subject to the provisions of Article [Article][Section] 5.3 and upon providing the Company with written notice, Perceptive[__________] [[__________], any such Perceptive Affiliate [__________] Affiliate] and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares [securities] [Shares] issuable directly or indirectly, upon conversion of the Shares, if any) to any other [other] transferee; provided that, provided, however, in connection with any such transfer, [__________] [the Perceptive [__________] Affiliate(s) )] or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); [and provided further, that any subsequent transferee other than [__________] shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant]. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, by execution including without limitation, the provisions of an Assignment substantially in the form of Appendix 2Market Stand Off Agreement. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including without limitation, the provisions of the Market Stand Off Agreement. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written noticethis Section 5.4, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided that, as a condition to such transfer, any subsequent transferee shall agree in writing with the Company to be bound by the terms and conditions of this Warrant, including without limitation Section 4.2 hereof. No surrender or reissuance shall be required if the transfer is to an affiliate of Holder; provided that Holder gives the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee. Notwithstanding anything to the contrary set forth herein, Holder shall not be permitted to transfer this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to an operating corporation, partnership, limited liability company or similar entity actively engaged, directly or indirectly (including through any other transferee; provided thatpartnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in connection with any such transferthe research, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the nameproduction, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision hereindevelopment, at all times prior to the IPOmanufacture, Holder may notlicensing, without the Company’s prior written consentdistribution, transfer this Warrant or any portion hereofsale, or any Shares issued upon any exercise hereofuse of microparticle or nanoparticle technologies for developing therapeutic or prophylactic pharmaceutical agents delivered to or through mucus, mucin, or any shares mucosal tissues or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Companybarriers (a “Competitive Operating Entity”), except in connection with an Acquisition of the Company by such a direct competitorCompetitive Operating Entity.

Transfer Procedure. After receipt by Perceptive of Following the executed Warrant, Perceptive may transfer all or part issuance of this Warrant to Oxford, Oxford may transfer same in whole or in part to one or more affiliates of its affiliates (eachOxford, an “Perceptive Affiliate”), by execution of and in connection with any such transfer Oxford and the affiliate transferee shall execute and deliver to the Company an Assignment substantially in the form of Appendix 22 hereto. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate Oxford affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) such Oxford affiliate or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant or Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant or any Share certificate to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. [After receipt by Perceptive of the executed Warrant, Perceptive may will transfer all or part of this Warrant to one or more its parent company, By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof]. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and provided further, that the transfer of any Shares issued upon exercise hereof shall be subject to the provisions of the Stockholder Agreements. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Bank of the executed Warrant, Perceptive may Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant (this Warrant, together with any warrants issued upon any permitted transfer hereunder are referred to herein collectively as the “Warrants”) or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company that it makes each of the representations, warranties and covenants set forth in Section 4 hereof and to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise or conversion hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise or conversion hereof, to any person or entity who directly competes with the Company, except in connection with (i) an Acquisition of the Company by such a direct competitorcompetitor or (ii) a sale or other transfer in connection with any sale or transfer of the Loan Agreement subject to, and in accordance with, the terms of the Loan Agreement.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to (i) the provisions of Article Section 5.3 and (ii) with respect to the Shares (but not the Warrant), the Bylaws of the Company, as may be amended from time to time, and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and and, with respect to shares of Common Stock to be transferred by SVB Financial Group to an entity that is not an affiliate of SVB Financial Group, the Company’s Bylaws, upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may will transfer all or part of this Warrant to one or more its parent company, . By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; provided, further, that any transfer of Shares issued upon any exercise hereof (or of any securities issued upon conversion of any such Shares) shall be subject to the provisions of the Stockholder Agreements. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, by execution of an Assignment substantially in the form of Appendix 2including without limitation Section 4.6 hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including without limitation Section 4.6 hereof. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s 's prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. [After receipt by Perceptive of the executed Warrant, Perceptive may will transfer all or part of this Warrant to one or more its parent company, . By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2. this Warrant as if the original Holder hereof.] Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant; and provided further, that the transfer of any Shares issued upon exercise hereof shall be subject to the provisions of the Stockholder Agreements. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may Bank will transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2Square 1 Financial. Subject to the provisions of Article 5.3 and upon providing the Company with written noticeSection 4.3, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable securities issuable, directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give by giving the Company notice of the portion of the this Warrant being transferred with setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder Holder, if applicable). Notwithstanding any contrary provision herein; provided, however, (and subject to Section 4.3 above) that Holder may transfer all or part of this Warrant to a Bank Affiliate, including, without limitation, Square 1 Financial, at all times prior any time without notice or the delivery of any other instrument to the IPOCompany, and such Bank Affiliate shall then be entitled to all the rights of Holder may notunder this Warrant and any related agreements, without and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the Bank Affiliate that exercises this Warrant. No surrender or reissuance shall be required for the transfer of this Warrant to Square 1 Financial or a transfer to any other Bank Affiliate. The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective permitted successors and assigns. Unless the Company’s prior written consentstock is then publicly traded, the Company shall have the right to refuse to transfer any portion of this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive ________ of the executed Warrant, Perceptive _______ may transfer all or part of this Warrant to one or more of its _______’s affiliates (each, an “Perceptive _______ Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive__________, any such Perceptive ________Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive __________ Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may will transfer all or part of this Warrant to one or more its parent company, . By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive [Oxford / Bank] of the executed Warrant, Perceptive [Oxford / Bank] may transfer all or part of this Warrant to one or more of its [Oxford / Bank] affiliates (each, an a “Perceptive [Oxford / Bank] Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive[Oxford / Bank], any such Perceptive [Oxford / Bank] Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive [Oxford / Bank] Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed this Warrant, Perceptive Silicon Valley Bank may transfer all of this Warrant to its parent company, SVB Financial Group by delivery to the Companies of an Assignment Agreement duly executed by each of Silicon Valley Bank and SVB Financial Group. Subject to the provisions of Section 5.3 and upon providing the Companies with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in and the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant Underlying Securities (or the Shares issuable securities issuable, directly or indirectly, upon conversion of the SharesUnderlying Securities, if any) to any other transferee; provided thatprovided, however, that in connection with any such transfer, the Perceptive Affiliate(stransfer (i) SVB Financial Group or any such subsequent Holder will give the Company Companies notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and transferee; (ii) SVB Financial Group or such subsequent Holder will surrender this Warrant to the Company Companies for reissuance to the transferee(s) (and Holder if applicable); and (iii) any subsequent transferee other than SVB Financial Group shall agree in writing with the Companies to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, consent transfer any part of this Warrant or any portion hereofUnderlying Securities (or the securities issuable, directly or any Shares issued indirectly, upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereofthe Underlying Securities, if any) to any person or entity who directly competes with the either Company, except in connection with an Acquisition of the Company Companies by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”)Oxford Affiliates, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, (a) the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the this Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable)) and (b) any transferee of the Shares shall, upon request by the Company, execute a counterpart signature page to the Stockholder Agreements. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon Upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate Holder and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) Holder or any subsequent Holder will give the Company notice of the portion of the Warrant Warrant, and/or Shares (and/or securities issuable upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder or any subsequent Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed this Warrant, Perceptive may Bank will transfer all or part of this Warrant to one or more of its affiliates parent company, East West Bancorp, Inc. (each, an “Perceptive AffiliateEWBI”). By its acceptance of this Warrant, EWBI hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate EWBI and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable securities issuable, directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give transferee by giving the Company notice of the portion of the Warrant being transferred with setting forth the name, address and taxpayer identification number of the transferee and Holder will surrender surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder Holder, if applicable), provided that any subsequent transferee other than EWBI shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereofthereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with (i) an Acquisition of the Company by such a direct competitor, (ii) a transfer by Bank or EWBI of the Loan Agreement or (iii) any acquisition of Bank or EWBI or the portfolio of which the Loan Agreement is a part. The terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holders hereof and their respective permitted successors and assigns.

Transfer Procedure. After [Following the issuance][After receipt by Perceptive [ ] of the executed Warrant, Perceptive may Bank will transfer all or part all] of this Warrant to [[ ], [ ] may transfer same in whole or in part to one or more affiliates of its affiliates (each, an “Perceptive Affiliate”), by execution of and in connection with any such transfer [ ] and the affiliate transferee shall execute and deliver to the Company an Assignment substantially in the form of Appendix 22 hereto][Holder’s parent company]. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate [ ] affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable [issued][issuable] upon exercise of this Warrant (or the Shares issuable securities [issued][issuable directly or indirectly, ] upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) such [ ] affiliate or any subsequent Holder will give the Company notice of the portion of the Warrant [and/or Shares (and/or securities issued upon conversion of the Shares, if any)] being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior The Company may refuse to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any the Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except unless, in connection with an Acquisition either case, the stock of the Company by such a direct competitoris publicly traded.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company, as of the date of such transfer, each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder Xxxxxx will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, by execution of an Assignment substantially in including, without limitation, the form of Appendix 2Lock- Up. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, that in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including, without limitation, the Lock-Up. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate K2 HealthVentures Equity Trust LLC and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder Xxxxxx will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall make substantially the representations set forth in Section 4 above and shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPOany initial public offering, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who known to Holder to directly competes compete with the Company, except in connection with an Acquisition of the Company by such a direct competitor. Notwithstanding the foregoing, no part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) may be transferred except to a person named as a “Designated Holder” of K2 HealthVentures LLC in the Loan Agreement.

Transfer Procedure. [After receipt by Perceptive Holder of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), ) by execution of an Assignment substantially in the form of Appendix 2. .] Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided thattransferee that is an affiliate of, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) [ ] or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than [ ] shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2, provided that such transferee makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder thereof. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than the Oxford Affiliate shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After Upon receipt by Perceptive Holder of the executed Warrant, Perceptive may Holder will transfer all or part of this Warrant to one or more of its affiliates (eachHolder’s parent company, an “Perceptive Affiliate”)SVB Financial Group, by execution of an Assignment substantially in the form of Appendix 22 whereby the transferee agrees to be bound by all of the obligations of Holder under this Warrant. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable)) by execution of an Assignment substantially in the form of Appendix 2 whereby the transferee agrees to be bound by all of the obligations of Holder under this Warrant. Notwithstanding any contrary provision herein, at all times prior The Company may refuse to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any the Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except unless, in connection with an Acquisition either case, the stock of the Company by such a direct competitoris publicly traded.

Transfer Procedure. After receipt by Perceptive of Following the executed Warrant, Perceptive may transfer all or part issuance of this Warrant to Oxford, Oxford may transfer same in whole or in part to one or more affiliates of its affiliates (eachOxford, an “Perceptive Affiliate”), by execution of and in connection with any such transfer Oxford and the affiliate transferee shall execute and deliver to the Company an Assignment substantially in the form of Appendix 22 hereto. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate Oxford affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, securities issued upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) such Oxford affiliate or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent Holder shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive _______________ of the executed Warrant, Perceptive may _______________ will transfer all or part of this Warrant to one or more its parent company, _______________. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), _______________ hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate _______________ and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) _______________ or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than _______________ shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. [After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2. this Warrant as if the original Holder hereof.] Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate [SVB Financial Group]/[Horizon Technology Finance Corporation] and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) [SVB Financial Group] /[Horizon Technology Finance Corporation] or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than [SVB Financial Group]/[Horizon Technology Finance Corporation] shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Holder of the executed Warrant, Perceptive may will transfer all or part of this Warrant to one or more its parent company, . By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided thattransferee that is an affiliate of , provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.]

Transfer Procedure. [SVB WARRANT - After receipt by Perceptive Bank of the executed Warrant, Perceptive may Bank will transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), SVB Financial Group by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior .] [GHVL WARRANT - Subject to the IPOprovisions of Article 5.3 and upon providing the Company with written notice, Gold Hill and any subsequent Holder may nottransfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, without upon conversion of the Company’s prior written consentShares, if any) to any transferee, provided, however, in connection with any such transfer, Gold Hill or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).] The Company may refuse to transfer this Warrant or any portion hereof, or any the Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except unless, in connection with an Acquisition either case, the stock of the Company by such a direct competitoris publicly traded.

Transfer Procedure. After receipt by Perceptive ______________ of the executed Warrant, Perceptive may ______________ will transfer all or part of this Warrant to one or more its parent company, ______________. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), ______________ hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate ______________ and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) ______________ or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than ______________ shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, by execution of an Assignment substantially in including, without limitation, the form of Appendix 2Lock-Up. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, that in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including, without limitation, the Lock-Up. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Holder of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPOinitial public offering of the Company’s common stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group, By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”), SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by execution all of an Assignment substantially in the form terms and conditions of Appendix 2this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable issued upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant and shall make the representations in Section 4 hereof. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Holder hereby makes to the Company each of the executed representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (eachincluding, an “Perceptive Affiliate”)without limitation, by execution of an Assignment substantially in the form of Appendix 2Lock-Up. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, that in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including, without limitation, the Lock-Up. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Oxford of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution by Oxford and such transferee of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable), and any such transferee will execute an Assignment substantially in the form of Appendix 2. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive of the executed Warrant, Perceptive may transfer all or part of this Warrant to one or more of its affiliates (each, an “Perceptive “ Affiliate”), by execution of an Assignment substantially in the form of Appendix 2, pursuant to which Affiliate makes for the benefit of the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee, other than the Affiliate, shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Silicon Valley Bank of the executed Warrant, Perceptive may Silicon Valley Bank will transfer all or part of this Warrant to one or more its parent company, SVB Financial Group. By its acceptance of its affiliates (eachthis Warrant, an “Perceptive Affiliate”)SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof, by execution including without limitation, the provisions of an Assignment substantially in the form of Appendix 2Lock-Up Agreement. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant, including without limitation, the provisions of the Lock-Up Agreement. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After receipt by Perceptive Holder hereby makes to the Company each of the executed Warrant, Perceptive may transfer representations and warranties set forth in Section 4 hereof and agrees to be bound by all or part of the terms and conditions of this Warrant to one or more of its affiliates (each, an “Perceptive Affiliate”), by execution of an Assignment substantially in the form of Appendix 2Warrant. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate Holder and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, that in connection with any such transfer, the Perceptive Affiliate(s) Holder or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder Xxxxxx will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

Transfer Procedure. After Upon receipt by Perceptive Holder of the executed Warrant, Perceptive may Holder will transfer all or part of this Warrant to one or more of its affiliates (eachHolder's parent company, an “Perceptive Affiliate”)SVB Financial Group, by execution of an Assignment substantially in the form of Appendix 22 whereby the transferee agrees to be bound by all of the obligations of Holder under this Warrant. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Perceptive, any such Perceptive Affiliate SVB Financial Group and any subsequent Holder, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Affiliate(s) SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable)) by execution of an Assignment substantially in the form of Appendix 2 whereby the transferee agrees to be bound by all of the obligations of Holder under this Warrant. Notwithstanding any contrary provision herein, at all times prior The Company may refuse to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any the Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except unless, in connection with an Acquisition either case, the stock of the Company by such a direct competitoris publicly traded.

Transfer Procedure. After receipt by Perceptive Holder of the executed Warrant, Perceptive Oxford may transfer all or part of this Warrant to one or more of its Oxford’s affiliates (each, an “Perceptive Oxford Affiliate”), by execution by Oxford and such transferee of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article Section 5.3 and upon providing the Company with written notice, PerceptiveOxford, any such Perceptive Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares securities issuable directly or indirectly, upon conversion of the Shares, if any) to any other transferee; provided that, provided, however, in connection with any such transfer, the Perceptive Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable), and any transferee will execute an Assignment substantially in the form of Appendix 2. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.