Pandion Therapeutics S1 IPO registration | SEC 26 Jun 20

Exhibit 10.1

EXECUTION VERSION

PANDION THERAPEUTICS HOLDCO LLC

AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

TABLE OF CONTENTS


			Page

1.	Definitions			1

2.	Registration Rights			6
	2.1	Demand Registration		6
	2.2	Company Registration		7
	2.3	Underwriting Requirements		8
	2.4	Obligations of the Company		9
	2.5	Furnish Information		10
	2.6	Expenses of Registration		11
	2.7	Delay of Registration		11
	2.8	Indemnification		11
	2.9	Reports Under Exchange Act		13
	2.10	Limitations on Subsequent Registration Rights		14
	2.11	“MarketStand-off” Agreement		14
	2.12	Restrictions on Transfer		15
	2.13	Termination of Registration Rights		16

3.	Information and Observer Rights			17
	3.1	Delivery of Financial Statements		17
	3.2	Inspection		18
	3.3	Observer Rights		18
	3.4	Termination of Information and Observer Rights		19
	3.5	Confidentiality		19

4.	Rights to Future Stock Issuances			19
	4.1	Right of First Offer		19
	4.2	Termination		21

5.	Additional Covenants			21
	5.1	Insurance		21
	5.2	Employee Agreements		21
	5.3	Employee Equity		21
	5.4	Reserved		22
	5.5	Matters Requiring Investor Director Approval		22
	5.6	Board Matters		23
	5.7	Successor Indemnification		23
	5.8	Indemnification Matters		23
	5.9	Right to Conduct Activities		24
	5.10	Harassment Policy		24
	5.11	Prevention of Corruption		24
	5.12	Publicity		24
	5.13	Termination of Covenants		25


6.	Miscellaneous		25
	6.1	Successors and Assigns	25
	6.2	Governing Law	25
	6.3	Counterparts	25
	6.4	Titles and Subtitles	25
	6.5	Notices	26
	6.6	Amendments and Waivers	26
	6.7	Severability	27
	6.8	Aggregation of Stock	27
	6.9	Additional Investors	27
	6.10	Entire Agreement	27
	6.11	Dispute Resolution	27
	6.12	Delays or Omissions	28
	6.13	Acknowledgment	28


Schedule A		-		Schedule of Investors

AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 23^rd day of March, 2020, by and among Pandion Therapeutics Holdco LLC, a Delaware limited liability company (the “Company”), and each of the investors listed onSchedule A hereto, each of which is referred to in this Agreement as an “Investor.”

RECITALS

WHEREAS, the Company and certain of the Investors (the “Existing Investors”) previously entered into an Investors’ Rights Agreement, dated as of January 1, 2019 (the “Prior Agreement”);

WHEREAS,certain of the Investors are purchasing from the Company shares of the Company’s Series B Preferred Shares pursuant to that certain Series B Preferred Shares Purchase Agreement, of even date herewith, by and among the Company and such Investors, as amended from time to time (the “Purchase Agreement”); and

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement and to induce certain of the Investors to purchase shares of the Company’s Series B Preferred Shares pursuant to the Purchase Agreement, the Existing Investors have agreed to amend and restate the Prior Agreement to provide the Investors with the rights and privileges as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the Company and the Investors, including the Existing Investors, each hereby agree to amend and restate the Prior Agreement in its entirety as set forth herein and further agree as follows:

1.Definitions.For purposes of this Agreement:

1.1 “Access” means AI Pan LLC.

1.2 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, manager, managing member, officer, director or trustee of such Person or any venture capital fund, private investment vehicle, registered investment company or other investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment advisor of, or shares the same management company, ultimate beneficial owner or investment adviser with, such Person. Notwithstanding anything to the contrary in this paragraph, Chugai Pharmaceutical Co., Ltd, a Japanese corporation (“Chugai”) and/or its subsidiaries (if any) shall not be deemed as Affiliates of Roche Finance Ltd (“Roche”) unless Roche provides written notice to the Company of its desire to include Chugai and/or its respective subsidiaries (as applicable) as Affiliate(s) of Roche.

1.3 “Boxer Capital” means, collectively, Boxer Capital, LLC and MVA Investors, LLC

1.4 “Common Stock” means any common stock of the Corporation upon the Conversion of the Company or common stock of the Corporation issued following the Conversion.

1.5 “Common Shares” means membership interests in the Company designated as Common Shares and having the rights and duties as set forth in the Operating Agreement.

1.6 “Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)) in the business of tissue targeted immunomodulation for autoimmune disease, inflammatory disease or transplantation and that is materially competitive with the Company, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor. For the avoidance of doubt, Polaris Partners VIII, L.P., Roche, Versant Venture Capital VI, L.P., Versant Vantage I, L.P., Access, OrbiMed, RA Capital, Boxer Capital and each of their affiliated funds and investment vehicles shall not be deemed to be a Competitor for any purpose under this Agreement.

1.7 “Conversion” means the conversion of the Company from a limited liability company into a corporation, whether by conversion, merger or other appropriate means, in accordance with Section 12.04 of the Operating Agreement.

1.8 “Corporation” has the meaning ascribed to such term in the Operating Agreement.

1.9 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifyingparty (or any of its agents or Affiliates)of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.10 “Defaulting Investor” means an Investor who has been subject to a Special Mandatory Conversion.

1.11 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Shares, including options and warrants.

1.12 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.13 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.14 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.15 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.16 “GAAP” means generally accepted accounting principles in the United States.

1.17 “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.18 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law,orsister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.19 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.20 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.21 “Key Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).

1.22 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least 2,000,000 Common Shares issued or issuable upon conversion of Preferred Shares (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided that a Defaulting Investor shall not be considered a Major Investor hereunder.

1.23 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.24 “Operating Agreement” means the Amended and Restated Operating Agreement of the Company, of even date herewith, as amended and/or restated from time to time.

1.25 “OrbiMed” means, collectively, Orbimed Private Investments VII, LP, OrbiMed Genesis Master Fund, L.P., and The BioTech Growth Trust PLC.

1.26 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.27 “Preferred Directors” means, collectively, the Series A Directors and Series B Directors.

1.28 “Preferred Shares” means, collectively, the Series A Preferred Shares, the Series A Prime Preferred Shares and the Series B Preferred Shares.

1.29 “Preferred Stock” means any preferred stock of the Company issued in exchange for Preferred Shares upon the Conversion of the Company.

1.30 “RA Capital” means, collectively, RA Capital Healthcare Fund, L.P., Blackwell Partners LLC – Series A and RA Capital Nexus Fund, L.P.

1.31 “Registrable Securities” means, without duplication, (i) prior to the Conversion, (A) Common Shares issuable or issued upon conversion of Preferred Shares, other than any Common Shares issued upon a Special Mandatory Conversion; (B) Common Shares or Common Shares issued or issuable(directly or indirectly)upon conversion and/or exercise ofany othersecuritiesof the Company, acquired by the Investors (other than a Defaulting Investor) after the date hereof; and (C) any Common Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses(i)(A) –(B) above; and (ii) following the Conversion, (A) the Common Stock issuable or issued upon conversion of the Preferred Stock other than any Common Stock issued upon a Special Mandatory Conversion; (B) Common Stock or Common Stock issued or issuable(directly or indirectly)upon conversion and/or exercise ofany othersecuritiesof the Company, acquired by the Investors (other than a Defaulting Investor) after the date hereof; and (C) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses(ii)(A) –(B) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicablerights under this Agreement are not assigned pursuant toSubsection 6.1, and excluding for purposes ofSection 2any shares for which registration rights have terminated pursuant toSubsection 2.13of this Agreement.

1.32 “Registrable Securities then outstanding” means (a) prior to the Conversion, the number of Common Shares determined by adding the number of outstanding Common Shares that are Registrable Securities and the number of Common Shares issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities and (b) from and after the Conversion, the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares ofCommon Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.33 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth inSubsection2.12(b) hereof.

1.34 “SEC” means the Securities and Exchange Commission.

1.35 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.36 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.37 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.38 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided inSubsection 2.6.

1.39 “Series A Director” means anydirectorof the Company that the holders of record of the Series A Preferred Shares are entitled to elect pursuant to the Operating Agreement.

1.40 “Series B Director” means anydirectorof the Company that the holders of record of the Series B Preferred Shares are entitled to elect pursuant to the Operating Agreement.

1.41 “Series A Preferred Shares” means membership interests in the Company designated as Series A Preferred Shares and having the rights and duties as set forth in the Operating Agreement.

1.42 “Series A Prime Preferred Shares” means membership interests in the Company designated as Series A Prime Preferred Shares and having the rights and duties as set forth in the Operating Agreement.

1.43 “Series B Preferred Shares” means membership interests in the Company designated as Series B Preferred Shares and having the rights and duties as set forth in the Operating Agreement.

1.44 “Special Mandatory Conversion” shall have the meaning given to such term in the Operating Agreement.

2.Registration Rights. The Company covenants and agrees as follows:

2.1Demand Registration.

(a)FormS-1 Demand. If at any time after the earlier of (i) four (4) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a FormS-1 registration statementwith respect to at least forty percent (40%) of the Registrable Securities then outstanding, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a FormS-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requestedto be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations ofSubsections2.1(c) and2.3.

(b)FormS-3 Demand. If at any time when it is eligible to use a FormS-3 registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a FormS-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $4 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a FormS-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations ofSubsections 2.1(c) and2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to thisSubsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods

with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request of the Initiating Holders is given;provided,however, that the Company may not invoke this right more than once in any twelve (12) month period; andprovidedfurther that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant toSubsection2.1(a)(i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration,provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant toSubsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on FormS-3 pursuant to a request made pursuant toSubsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant toSubsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant toSubsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of thisSubsection2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant toSubsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of thisSubsection 2.1(d).

2.2Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions ofSubsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under thisSubsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance withSubsection 2.6.

2.3Underwriting Requirements.

(a) If, pursuant toSubsection 2.1, the Initiating Holdersintend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant toSubsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided inSubsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of thisSubsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders;provided,however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant toSubsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering.

For purposes of the provision in thisSubsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes ofSubsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions inSubsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

2.4Obligations of the Company. Whenever required under thisSection 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed;provided,however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on FormS-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities orblue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders;provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule10b5-1 of the Exchange Act.

2.5Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to thisSection 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant toSection 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders(“Selling Holder Counsel”), shall be borne and paid by the Company;provided,however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant toSubsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant toSubsections2.1(a) or2.1(b), as the case may be. All Selling Expenses relating to Registrable Securities registered pursuant to thisSection 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of thisSection 2.

2.8Indemnification. If any Registrable Securities are included in a registration statement under thisSection 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred;provided,however, that the indemnity agreement contained in thisSubsection2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon

actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred;provided,however, that the indemnity agreement contained in thisSubsection2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; andprovidedfurther that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution underSubsections 2.8(b) and2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under thisSubsection 2.8of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under thisSubsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties;provided,however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under thisSubsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to thisSubsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that thisSubsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under thisSubsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material

fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission;provided,however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; andprovidedfurther that in no event shall a Holder’s liability pursuant to thisSubsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant toSubsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under thisSubsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under thisSection 2, and otherwise shall survive the termination of this Agreement.

2.9Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on FormS-3, the Company shall:

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to FormS-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to FormS-3 (at any time after the Company so qualifies to use such form).

2.10Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would provide to such holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder;provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance withSubsection 6.9.

2.11“Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock (or, if applicable, Common Shares) or any other equity securities under the Securities Act on aregistration statement on Form S-1 or FormS-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241 or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or, if applicable, Common Shares) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (or, if applicable, Common Shares) held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock (or, if applicable, Common Shares) or other securities, in cash, or otherwise. The foregoing provisions of thisSubsection 2.11shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement, (b) the sale of shares acquired in the IPO or on the open market following the IPO, (c) to the establishment of a trading plan pursuant to Rule10b5-1 (provided that such plan does not permit transfers of Common Stock during the restricted period) or (d) the transfer of any shares to an Affiliate of the Holder or the immediate family of the Holder, provided that transferee agrees to be bound in writing by the restrictions set forth herein, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than two percent (2%) of the Company’s outstanding Common Stock (or, if applicable, Common Shares) (after giving effect to conversion into Common Stock of all outstanding Preferred Stock or Preferred Shares, as the case

may be). The underwriters in connection with such registration are intendedthird-party beneficiaries of thisSubsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with thisSubsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

2.12Restrictions on Transfer.

(a) The Preferred Stock, the Preferred Shares and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock, the Preferred Shares and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Agreement.

(b) The rights afforded to Holders pursuant to this Section 2 shall not inure to the benefit of a transferee in receipt of Registrable Securities if such transferee is (i) a Competitor or (ii) acquires less than five percent (5%) of the transferring Holder’s Registrable Securities, provided, however, that transfers of Registrable Securities to an Affiliate of the Holder shall not be subject to the limitations in clause (ii) above.

(c) Each certificate, instrument, or book entry representing (i) the Preferred Stock or Preferred Shares, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions ofSubsection 2.12(d)) be notated with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in thisSubsection 2.12.

(d) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of thisSection 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or the transferee is an Afffiliate of the Holder who agrees in writing to be subject to the terms of thisSubsection 2.12, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance with SEC Rule 144;provided that each transferee agrees in writing to be subject to the terms of thisSubsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth inSubsection 2.12(c), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

2.13Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant toSubsections 2.1 or2.2 shall terminate upon the earliest to occur of:

(a) the closing of a Change in Control, as such term is defined in the Operating Agreement;

(b) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale ofall of such Holder’s shares without limitation during a three-month period without registration; and

3.Information and Observer Rights.

3.1Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company:

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP (except that unaudited financial statements may not contain all notes thereto that may be required in accordance with GAAP), which financial statements shall be audited and certified by independent public accountants of regionally recognized standing selected by the Company if so requested by the Board of Directors; provided that the Company shall have up to one hundred eighty (180) days after the end of fiscal year 2019 of the Company to deliver the documents referenced in thisSection 3.1(a) for fiscal year 2019;

(b) as soon as practicable, but in any event withinforty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normalyear-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the number of shares of Common Stock issuable upon conversion of any outstanding Preferred Stock and the exchange ratio applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company;

(d) as soon as practicable, but in any event within thirty (30) days of the end of each month (excludingquarter-end months), an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normalyear-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(e) as soon as practicable, but in any event no more than sixty (60) days after the start of each fiscal year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and

(f) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request;provided,however, that the Company shall not be obligated under thisSubsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

Notwithstanding anything else in thisSubsection 3.1 to the contrary, the Company may cease providing the information set forth in thisSubsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering;provided that the Company’s covenants under thisSubsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

3.2Inspection. The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor;provided,however, that the Company shall not be obligated pursuant to thisSubsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

3.3Observer Rights. As long as BioInnovation Capital I LP owns not less than 260,000 Series A Preferred Shares (which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), the Company shall invite a representative of BioInnovation Capital I LP to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors;provided,however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; andprovidedfurther, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of highly confidential proprietary information or a conflict of interest, or if such Investor or its representative is a Competitor of the Company.

3.4Termination of Information and Observer Rights. The covenants set forth inSubsections 3.1,3.2 and3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Change in Control, as such term is defined in the Operating Agreement, whichever event occurs first.

3.5Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of thisSubsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company;provided,however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of thisSubsection 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business,provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law,provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

4.Rights to Future Stock Issuances.

4.1Right of First Offer. For so long as (a) 15% of the Series A Preferred Shares are outstanding on the date hereof (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), and (b) 15% of the Series B Preferred Shares are outstanding on the date hereof or issued after the date hereof pursuant to the Purchase Agreement are outstanding (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like), subject to the terms and conditions of thisSubsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it. in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”);providedthat each such Affiliate or Investor Beneficial Owner (x) is not a Competitor of the Company, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors and (y) agrees to enter into this Agreement and each of the Operating Agreement, the Amended and Restated Voting Agreement and the Amended and Restated Right of First Refusal andCo-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement.

(a) The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Shares then held by such Major Investor (including all Common Shares then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares and any other Derivative Securities then held by such Major Investor) bears to the total Common Shares of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Shares and other Derivative Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Shares and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Shares issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Shares and any other Derivative Securitiesthen held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to thisSubsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant toSubsection 4.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided inSubsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided inSubsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with thisSubsection 4.1.

(d) The right of first offer in thisSubsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Operating Agreement); (ii) shares of Common Stock issued in the IPO; and(iii) the issuance of Series B Preferred Shares pursuant to the Purchase Agreement.

(e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of thisSubsection 4.1, the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership position, calculated as set forth inSubsection 4.1(b), before giving effect to the issuance of such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice is given to the Major Investors.

4.2Termination. The covenants set forth inSubsection 4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Change in Control, as such term is defined in the Operating Agreement, whichever event occurs first.

5.Additional Covenants.

5.1Insurance. The Company shall use its commercially reasonable efforts to maintain, from financially sound and reputable insurers, Directors and Officers liability insurance in an amount (which shall be no less than $3,000,000) and on terms and conditions satisfactory to the Board of Directors, until such time as the Board of Directors determines that such insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval by the Board of Directors, including a majority of Preferred Directors.

5.2Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into, to the extent permissible under law, a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of a majority of the Preferred Directors.

5.3EmployeeEquity. Unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, (A) all future employees and consultants of the Company who purchase or are granted equity interests or profits interests in the Company after the date hereof shall be required to execute appropriate agreements providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the followingthirty-six (36) months, and (ii) a marketstand-off provision substantially similar to that inSubsection 2.11 and (B) all current employees of the Company who purchase or are granted equity interests or profits interests in the Company after the date hereof shall be required to execute appropriate agreements providing for (i) vesting of shares over a four (4) year period, with the shares vesting in equal monthly installments, and (ii) a marketstand-off provision substantially similar to that inSubsection 2.11. In addition, unless otherwise approved by the Board of Directors, including a majority of the Preferred Directors, theCompany shall retain a “right of first refusal” on employee transfers until the Company’s IPO.

5.4Reserved.

5.5Matters Requiring Investor Director Approval. So long as the holders of Preferred Shares are entitled to elect one or more Preferred Directors in the aggregate, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

(a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company;

(b) make, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors;

(c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business;

(d) make any investment inconsistent with any investment policy approved by the Board of Directors;

(e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business;

(f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule12b-2 promulgated under the Exchange Act) of any such Person, except for transactions resulting in payments to or by the Company in an aggregate amount less than $75,000 per year or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors;

(g) hire, terminate, or change the compensation of the executive officers, including approving any equity awards or profits interests to executive officers, provided that the Board may delegate its authority to make equity awards or profits interests to executive officers to a Compensation Committee of the Board;

(h) change the principal business of the Company, enter new lines of business, or exit the current line of business;

(i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; or

(j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $500,000.

5.6Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonableout-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. Each Preferred Director shall be entitled in such person’s discretion to be a member of any Board committee. The Company shall cause to be established and will maintain, a compensation committee that shall, among other things, set the Company’s employee compensation including the issuance of options grants and other equity based compensation, which shall consist solely ofnon-management directors and at least two Preferred Directors or the nominees of such directors.

5.7Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Operating Agreement or elsewhere, as the case may be.

5.8Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Operating Agreement of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

5.9Right to Conduct Activities. The Company hereby agrees and acknowledges that the Investors and their affiliates are professional investment organizations, and as such review the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, the Investors shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Investors in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of an Investor to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

5.10Harassment Policy. The Company shall, within sixty (60) days following the Initial Closing (as defined in the Purchase Agreement), adopt and thereafter maintain in effect (i) a Code of Conduct governing appropriate workplace behavior and (ii) an Anti-Harassment and Discrimination Policy prohibiting discrimination and harassment at the Company. Such policy shall be in a form consistent with law and industry standard.

5.11Prevention of Corruption. The Company shall use commercially reasonable efforts to (i) cause the Company and any of its Affiliates to operate to the same standards of conduct set forth in “Prevention of Corruption – Third Party Guidelines” of GlaxoSmithKline plc (“GSK”) provided to the predecessor of the Company in writing on or before January 5, 2018 and (ii) notify S.R. One, Limited and each Major Investorif it becomes aware of any activities or proposed activities to be conducted by itself or any of its Affiliates that may be contrary to GSK’s publicly announced ethical standards or the principles set forth in the “Prevention of Corruption – Third Party Guidelines” of which the Company is aware or has been notified.

5.12Publicity. The Company shall not use the name of Access, OrbiMed or RA Capital, or any of their respective Affiliates (each a “Significant Investor”) in any trade publication, marketing materials or otherwise to the general public, in each case without the prior written consent of such Significant Investor, which consent may be withheld by such Significant Investor in its sole discretion; provided that (a) the parties anticipate that there will be a mutually agreed press release announcing the closing of the transaction contemplated in the Purchase Agreement and (b) following the public announcement contemplated in clause (a), the Company may identify such Significant Investor as an investor in the Company (but not the amount or terms thereof). Notwithstanding the foregoing, the Company may disclose the terms and/or amount of the investment by the Significant Investors, without the prior approval of the Significant Investors, (x) to a bona fide potential investor in or acquirer of the Company in connection with such potential investor’s or acquirer’s due diligence process or (y) as required by law, rule, regulation or listing standard to do so; in which case the Company (i) shall promptly notify each Significant Investor of such requirement and will cooperate with each Significant Investor, to the extent practicable, to limit the information disclosed to only such information that the Company, as advised by counsel, is required by law to be disclosed and (ii) will, to the extent practicable and at the request and expense of each Significant Investor, as applicable, seek to obtain a protective order over, or confidential treatment of, such information.

5.13Termination of Covenants. The covenants set forth in this Section 5, except forSubsections 5.7 and5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO; (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Change in Control, as such term is defined in the Operating Agreement, whichever event occurs first.

6.Miscellaneous.

6.1Successors and Assigns. The rights under this Agreement may beassigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) is acquiring in such transfer at least five percent (5%) of the Registrable Securities held by the transferor immediately prior to such transfer;provided,however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions ofSubsection 2.11 and (z) such transferee is not a Competitor of the Company. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder;providedfurther that all transferees who would not qualify individually for assignment of rights shall have a singleattorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

6.2Governing Law. This Agreement shall be governed by the internal law of the State of Delaware.

6.3Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.4Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

6.5Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day, provided that in either case it is followed promptly by a confirming copy of the notice given via another authorized means for that recipient; (iii) five (5) days after having been sent to a U.S. address by registered or certified mail, return receipt requested, postage prepaid; (iv) two (2) business days after the business day of deposit with a nationally recognized overnight courier, freight prepaid for delivery to a U.S. address, specifyingnext-day delivery, with written verification of receipt; or (v) three (3) business days after deposit with an internationally recognized expedited delivery services company, freight prepaid for delivery to anon-U.S. address, specifying next available business day delivery, with written verification of receipt; provided, however, that notices and other communications given or made to Roche Finance Ltd shall only be provided using the methods set forth in clauses (i), (ii) and (v) above. All communications shall be sent to the respective parties at their addresses as set forth onSchedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with thisSubsection 6.5. If notice is given to the Company, a copy shall also be sent to Wilmer Cutler Pickering Hale and Dorr LLP, Attn: Lia Der Marderosian, 60 State Street, Boston, MA 02109, lia.dermarderosian@wilmerhale.com, fax617-526-5000; and if notice is given to the Investors, a copy shall also be given to Goodwin Procter LLP, Attn: Richard Hoffman, 100 Northern Avenue, Boston, MA 02210, rhoffman@goodwinlaw.com.

6.6Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding;provided that the Company may in its sole discretion waive compliance withSubsection2.12(d) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation ofSubsection2.12(d) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party;providedfurther thatSection 5.12 hereof may only be amended, modified or terminated with the prior consent of each Significant Investor. Notwithstanding anything herein to the contraray, a Major Investor’s rights pursuant toSection 4 in respect of a particular transaction may not be waived on such Major Investor’s behalf without its written consent unless (x) no other Major Investor is purchasing New Securities in such transaction or (y) such Major Investor is offered the right to purchase its pro rata share of the New Securities offered in such transaction. Notwithstanding anything to the contrary herein, this Agreement may not be amended, modified or terminated and the observance of any term hereunder may not be waived with respect to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Investors under this Agreement. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add information regarding additional Investors without the consent of the other parties hereto. The Company shall

give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with thisSubsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

6.7Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

6.8Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

6.9Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional Preferred Shares after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such Preferred Shares may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder.

6.10Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. The Prior Agreement is hereby amended and restated in its entirety as set forth in this Agreement and shall be of no further force or effect.

6.11Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the Commonwealth of Massachusetts and to the jurisdiction of the United States District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the Commonwealth of Massachusettsor the United States District Court for the District of Massachusetts, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL:EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BEALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

6.12Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13Acknowledgment. The Company acknowledges that the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


COMPANY:

PANDION THERAPEUTICS HOLDCO LLC

By:		/s/ Rahul Kakkar
Name:		Rahul Kakkar
Title:		Chief Executive Officer

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

AI Pan LLC

By:		Access Industries Management, LLC
		Its Manager

By:		/s/ Alejandro Moreno
		Name: Alejandro Moreno
		Title: Executive Vice President

By:		/s/ Alex Blavatnik
		Name: Alex Blavatnik
		Title: Executive Vice President

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

BOXER CAPITAL, LLC

By:		/s/ Aaron Davis
Name:		Aaron Davis
Title:		Chief Executive Officer


MVA INVESTORS, LLC

By:		/s/ Aaron Davis
Name:		Aaron Davis
Title:		Chief Executive Officer

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


RA CAPITAL HEALTHCARE FUND, L.P.

	By:	RA Capital Healthcare Fund GP, LLC


		Its General partner

		By:		/s/ Peter Kolchinsky
		Name:		Peter Kolchinsky
		Title:		Manager
		Address:		RA Capital Management, L.P.
				200 Berkeley Street
				18th Floor
				Boston, MA 02116
				Attn: General Counsel


BLACKWELL PARTNERS LLC – SERIES A

	By:	/s/ Abayomi A. Adigun
	Name:	Abayomi A. Adigun
	Title:	Investment Manager, DUMAC, Inc., Authorized Agent

	By:	/s/ Jannine M. Lall
	Name:	Jannine M. Lall
	Title:	Head of Finance & Controller, DUMAC, Inc., Authorized Agent
	Address:	Blackwell Partners LLC – Series A
		280 S. Mangum Street
		Suite 210
		Durham, NC 27701
		Attn: Jannine Lall


RA CAPITAL NEXUS FUND, L.P.

	By:	RA Capital Nexus Fund GP, LLC
	Its:	General Partner



		By:		/s/ Peter Kolchinsky
		Name:		Peter Kolchinsky
		Title:		Manager
		Address:		RA Capital Management, L.P.
				200 Berkeley Street
				18th Floor
				Boston, MA 02116
				Attn: General Counsel

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

ORBIMED PRIVATE INVESTMENTS VII, LP

By:		OrbiMed Capital GP VII LLC, its General Partner

By:		OrbiMed Advisors LLC, its Managing Member

By:		/s/ Carl Gordon
		Name: Carl Gordon
		Title: Member


ORBIMED GENESIS MASTER FUND, L.P.

By:		OrbiMed Genesis GP LLC, its General Partner

By:		OrbiMed Advisors LLC, its Managing Member

By:		/s/ Carl Gordon
		Name: Carl Gordon
		Title: Member


THE BIOTECH GROWTH TRUST PLC

By: OrbiMed Capital LLC, solely in its capacity as Portfolio Manager

By:		/s/ Carl Gordon
		Name: Carl Gordon
		Title: Member

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

POLARIS PARTNERS VIII, L.P.

By: POLARIS PARTNERS GP VIII, L.L.C.
Its: General Partner

By:		/s/ Lauren Crockett
Name: Lauren Crockett
Title:Attorney-in-fact

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

ROCHE FINANCE LTD

By:		/s/ Carole Nuechterlein
Name:		Carole Nuechterlein
Title:		Authorized Signatory


By:		/s/ Felix Kobel
Name:		Felix Kobel
Title:		Authorized Signatory

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

VERSANT VENTURE CAPITAL VI, L.P.
By: Versant Ventures VI GP, L.P.
By: Versant Ventures VIGP-GP, LLC
Its: General Partner

By:		/s/ Bradley Bolzon
Name: Bradley Bolzon
Title: Managing Director

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

SR ONE, LIMITED

a Pennsylvania business trust

By:		/s/ Karen Narolewski Engel
Name:		Karen Narolewski Engel
Title:		Vice President

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

BIOINNOVATION CAPITAL I LP,
By BioInnovation Capital I GP LLC, its General Partner

By:		/s/ Peter D. Parker
Name: Peter D. Parker
Title: Manager

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

JDRF T1D FUND LLC



By:		/s/ Katie Ellias


Name:		Katie Ellias


Title:		Managing Director

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


INVESTORS:

VERSANT VANTAGE I, L.P.

By:		Versant Ventures VI GP, L.P.

By:		Versant Ventures VI GP GP, LLC
Its:		General Partner


By:		/s/ Bradley Bolzon


Name:		Bradley Bolzon


Title:		Managing Director

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Alan Crane

Alan Crane

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Jo Viney

Jo Viney

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Rahul Kakkar

Rahul Kakkar

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Donald Frail

Donald Frail

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Nancy Stagliano

Nancy Stagliano

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Vikas Goyal

Vikas Goyal

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

INVESTORS:

/s/ Edward Freedman

Edward Freedman

SIGNATURE PAGETO AMENDEDAND RESTATED INVESTORS’ RIGHTS AGREEMENT

Pandion Therapeutics S-1IPO registration