Exhibit
4.2


 


AMENDED
AND RESTATED

INVESTORS’ RIGHTS AGREEMENT


 


THIS
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10ths day
of November 2020, by and among Elevation Oncology, Inc, a Delaware corporation formerly known as 14ner Oncology, Inc. (the
 “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this
Agreement as an “Investor,” and any subsequent investor that becomes a party to this Agreement in accordance
with Section 6.9 hereof.


 


RECITALS


 


WHEREAS,
certain of the Investors (the “Existing Investors”) hold shares of Series A Preferred Stock and/or shares of
Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other
rights pursuant to that certain Investors’ Rights Agreement dated as of July 12, 2019, by and among the Company and such
Existing Investors (as amended by that First Amendment to Investors’ Rights Agreement, dated August 7, 2019, the “Prior
Agreement”);


 


WHEREAS,
the Existing Investors are holders of at least a majority of the Registrable Securities (as defined in the Prior Agreement), and
desire to amend and restated the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in
lieu of rights granted them under the Prior Agreement: and


 


WHEREAS,
certain of the Investors are parties to that certain Series B Preferred Stock Purchase Agreement of even date herewith by and
among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s
and such Investors’ obligations are conditioned upon the execution and delivery of this Agreement by such Investors and
certain Existing Investors.


 


NOW,
THEREFORE, the Existing Investors hereby agree that the Prior Agreement is hereby amended and restated in its entirety by
this Agreement, and the parties to this Agreement further hereby agree as follows:


 


1.             Definitions. For purposes of this Agreement:


 


1.1              
 “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, managing member,
officer, director or trustee of such Person, or any venture capital fund, registered investment company or other investment fund
now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares
the same management company or investment adviser with, such Person.


 


1.2              
 “Board” means the Board of Directors of the Company.


 


1.3              
 “Certificate of Incorporation” means the Company’s Second Amended and Restated Certificate of Incorporation,
as amended and/or restated from time to time.


 


1.4              
 “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share. 




     


     


    

1.5              
 “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 indemnifying party (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.


 


1.6              
 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for
(in each case, directly or indirectly), Common Stock, including options and warrants.


 


1.7              
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.8              
“Excluded Registration”
means (i) a registration relating to the sale or grant of
securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive 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.


 


1.9              
 “FOIA Party” means a Person that, in the determination of the Board, may be subject to, and thereby required
to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552
(“FOIA”), any state public records access law, any state or other jurisdiction’s laws similar in intent
or effect to FOIA, or any other similar statutory or regulatory requirement.


 


1.10           
 “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.


 


1.11           
 “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 forward incorporation of substantial information by reference
to other documents filed by the Company with the SEC.


 


1.12           
 “GAAP” means generally accepted accounting principles in the United States as in effect from time to time.


 


1.13           
 “Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.14           
 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life
partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein. 





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1.15           
 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.16           
 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities
Act.


 


1.17           
 “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).


 


1.18           
 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds
3,353,044 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof); provided, however, that (i) Samsara BioCapital, L.P. (“Samsara”)
shall constitute a Major Investor for so long as Samsara, individually or together with its Affiliates, continues to beneficially
own 2,618,760 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof), (ii) Vivo Opportunity Fund, L.P. (“Vivo”) shall constitute
a Major Investor for so long as Vivo, individually or together with its Affiliates, continues to beneficially own 1,571,256 shares
of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification
effected after the date hereof), and (iii) Janus Henderson Horizon Fund – Biotechnology Fund (“Janus Horizon”)
and Janus Henderson Biotech Innovation Master Fund Limited (“Janus Biotech”) shall constitute a Major Investor
for so long as Janus Horizon and Janus Biotech, individually or together with their Affiliates, continue to beneficially own 1,309,380
shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification
effected after the date hereof).


 


1.19           
 “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.


 


1.20           
 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity.


 


1.21           
 “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock and Series B
Preferred Stock.


 


1.22           
 “Preferred Directors” means, collectively, the Series A Directors and the Series B Directors.


 


1.23           
 “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred
Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise
of any other securities of the Company, acquired by the Investors at any time (including Common Stock held by the Investors as
of the date hereof); and (iii) 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 (i) and (ii) above; excluding in all cases, however, any Registrable Securities
sold by a Person in a transaction in which the applicable rights under
this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares
for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement. 





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1.24           
 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares
of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly)
pursuant to then exercisable and/or convertible securities that are Registrable Securities.


 


1.25           
 “Requisite Preferred Directors” means at least 75% of the Preferred Directors.


 


1.26           
 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Subsection 2.12(b) hereof.


 


1.27           
 “SEC” means the Securities and Exchange Commission.


 


1.28           
 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.29           
 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.30           
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.31           
 “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 in Subsection 2.6.


 


1.32           
 “Series A Director” means any director of the Company that the holders of record of the Series A Preferred
Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.


 


1.33           
 “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.0001
per share.


 


1.34           
 “Series B Director” means any director of the Company that the holders of record of the Series B Preferred
Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.


 


1.35           
 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.0001
per share.


 


1.36           
 “venBio” means venBio Partners, LLC. 





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1.37           
 “venBio Director” means the Series B Director designated by venBio pursuant to the Voting Agreement, dated
of even date herewith, among the Company, the Investors and the other parties named therein.


 


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


 


2.1             
Demand Registration.


 


(a)             
Form S-1 Demand. If at any time after the earlier of (i) three 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 Form S-1 registration statement with respect
to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate
offering price, net of Selling Expenses, would exceed $10 million), 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 Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating
Holders requested to 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 contained in this Section 2.


 


(b)            
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request
from Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a Form S-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 $5 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 Form S-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 contained in this Section 2.


 


(c)             
Notwithstanding the foregoing obligations, if
the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the
Company’s chief executive officer stating that in the good faith judgment of the Board 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 one hundred twenty (120) days after the request of the Initiating
Holders is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12)
month period; and provided further that the Company shall not register any securities for its own account or that of any
other stockholder during such one hundred twenty (120) day period other than an Excluded Registration. 





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(d)            
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(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 to Subsection 2.1(a); or (iii) if the Initiating
Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request
made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Subsection 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 to Subsection 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 this Subsection 2.1(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 to Subsection
2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection
2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection
2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted
as “effected” for purposes of this Subsection 2.1(d).


 


2.2             
Company 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 of Subsection 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 this Subsection 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 with Subsection 2.6.


 


2.3             
Underwriting Requirements.


 


(a)             
If, pursuant to Subsection 2.1, the Initiating Holders intend 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 to Subsection
2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Board
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
in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such
underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties
or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement
and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and
limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision
of this Subsection 2.3, if the 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. 





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(b)            
In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
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 percent (20%) 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 this Subsection 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 of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of
an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than the total number of Registrable
Securities that Holders have requested to be included in such registration statement are actually included. 





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2.4              Obligations of the Company. Whenever required under this Section 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;


 


(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 or blue-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 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; 





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(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 Rule 10b5-1 of the Exchange Act.


 


2.5            
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 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.


 


2.6            
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings,
or qualifications pursuant to Section 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, not to exceed $50,000,
of one counsel for the selling Holders selected by Holders of a majority of the Registrable Securities to be registered (“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 to Subsection 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 to Subsections
2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders
shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the
Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information
then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant
to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to
this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which
shall be borne solely by the Holder engaging such counsel) shall be borne and paid by the Holders pro rata on the basis of the
number of Registrable Securities registered on their behalf.


 


2.7             
Delay 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 this Section 2.


 


2.8             
Indemnification. If any Registrable Securities are included in a registration statement under this Section 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 this Subsection 2.8(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. 





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(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 this Subsection 2.8(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; and provided further
that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections
2.8(b) and 2.8(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 this Subsection 2.8 of 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 this Subsection 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 this Subsection 2.8,
to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action.
The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Subsection 2.8. 





    10


     


    

(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 this Subsection 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 this Subsection 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 this Subsection 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; and provided further that in no event shall a Holder’s liability
pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection
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; provided, however, that any matter expressly provided for or addressed
by the foregoing provisions that is not expressly provided for or addressed by the underwriting agreement shall be controlled
by the foregoing provisions.


 


(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 this Subsection 2.8 shall survive the completion of any offering of Registrable
Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement or any
provision(s) of this Agreement.


 


2.9              
Reports 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 Form S-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 





    11


     


    

(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 Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) 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 Form S-3 (at any time after the Company so qualifies to use such form).


 


2.10           
Limitations 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 majority of the Registrable Securities then outstanding, enter into any agreement
with any holder or prospective holder of any securities of the Company that would provide to such holder or prospective 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; provided that this limitation shall not apply to Registrable Securities
acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 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 of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement
on Form S-1 or Form S-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), (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 any securities convertible into or exercisable or exchangeable
(directly or indirectly) for Common Stock held by such Holder immediately before the effective date of the registration statement
for the IPO 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 other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11
shall apply only to the IPO, shall not apply to shares acquired in the IPO or in the open market following the IPO, shall not
apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or the transfer of any shares to any trust
for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the
trust agrees to be bound in writing by the restrictions set forth herein, and provided  further that any such
transfer shall not involve a disposition for value; and shall be applicable to the Holders only if all officers and directors
are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all
stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect
to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are
intended third-party beneficiaries of this Subsection 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 this Subsection 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 Company stockholders that are subject to such agreements,
based on the number of shares subject to such agreements. 





    12


     


    

2.12           
Restrictions on Transfer.


 


(a)             The Preferred Stock 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
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)            
Each certificate, instrument, or book entry representing (i) the Preferred Stock, (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 of Subsection
2.12(c)) 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 this Subsection 2.12.


 


(c)             
The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions
of this Section 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, 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 notice, legal opinion or “no action” letter (x) in any transaction in compliance with SEC
Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for
no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 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
in Subsection 2.12(b), 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. 





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2.13      
      Termination of Registration Rights. The right of any Holder to request registration or
inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon
the earliest to occur of:


 


(a)        
      the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of
Incorporation; and


 


(b)        
      such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the
Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period
without registration.


 


3.             Information and Observer Rights.


 


3.1             
Delivery of Financial Statements. The Company shall deliver to each Major Investor:


 


(a)             
as soon as practicable, but in any event within ninety (90) 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 such financial statements audited and certified by independent public accountants of nationally
or regionally recognized standing selected by the Company;


 


(b)        
      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, unaudited statements of income and cash flows for such fiscal
quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except
that such financial statements may (i) be subject to normal year-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 thirty (30) days before the end of each fiscal year, a budget and business plan for the
next fiscal year (collectively, the “Budget”), 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


 


(d)            
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
this Subsection 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. 





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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 this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this
Subsection 3.1 during the period starting with the date sixty (60) 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 this Subsection
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.


 


3.2              
Inspection; Notice of Legal Action. The Company shall permit each Major Investor, 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 this Subsection
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. The Company shall provide notice
to each Major Investor in the event that any claim, action, suit or proceeding is initiated against the Company. 


 


3.3              
Observer Rights. 


 


(a)            
As long as Aisling Capital IV, LP (“Aisling”) is a Major Investor, the Company shall invite a representative
of Aisling to attend all meetings of the Board 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 at the same time and in the same
manner as provided to such 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; and provided further, 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 trade secrets or a conflict of interest, or if such Investor or its representative
is a competitor of the Company.


 


(b)            
As long as Vertex Global HC Fund II Pte. Ltd. (“Vertex”) is a Major Investor, the Company shall invite a representative
of Vertex to attend all meetings of the Board 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 at the same time and in the same
manner as provided to such 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; and provided further, 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 trade secrets or a conflict of interest, or if such Investor or its representative
is a competitor of the Company. 





    15


     


    

(c)             
As long as BVF Partners L.P. (“BVF”) is a Major Investor, the Company shall invite a representative of BVF
to attend all meetings of the Board 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 at the same time and in the same manner
as provided to such 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; and provided further, 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 trade secrets or a conflict of interest, or if such Investor or its representative is a
competitor of the Company.


 


(d)            
As long as Qiming U.S. Healthcare Fund II, L.P. (“Qiming”) is a Major Investor, the Company shall invite a
representative of Qiming to attend all meetings of the Board 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 at the same
time and in the same manner as provided to such 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; and provided further, 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 trade secrets or a conflict of interest, or if such Investor or its representative
is a competitor of the Company.


 


(e)             
As long as any Affiliate of Driehaus Capital Management LLC (“Driehaus”) is a Major Investor, the Company shall
invite a representative of Driehaus to attend all meetings of the Board 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
at the same time and in the same manner as provided to such 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; and provided further,
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 trade secrets or a conflict of interest, or if such Investor or its representative
is a competitor of the Company.


 


(f)             
As long as venBio is a Major Investor, the Company shall invite a representative of venBio to attend all meetings of the Board
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 at the same time and in the same manner as provided to such 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; and provided further, 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 trade secrets or a conflict
of interest, or if such Investor or its representative is a competitor of the Company.


 


(g)            
As long as Boxer Capital, LLC (“Boxer”) is a Major Investor, the Company shall invite a representative of Boxer
to attend all meetings of the Board 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 at the same time and in the same manner
as provided to such 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; and provided further, 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 trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 





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3.4              
Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2,
and Subsection 3.3 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 the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever
event occurs first.


 


3.5              
Confidentiality. 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 this Subsection
3.5 by such Investor), (b) is or has been independently developed or conceived by such Investor without use of the Company’s
confidential information, or (c) is or has been made known or disclosed to such 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 reasonably
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 this Subsection
3.5; (iii) to any 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, regulation, rule, court order or
subpoena, provided that such 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.


 


4.1              
Right of First Offer. Subject to the terms and conditions of this Subsection 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 Rule 13d-3 promulgated under
the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate
or Investor Beneficial Owner (x) is not a competitor, as reasonably determined by the Board, or FOIA Party, unless such party’s
purchase of New Securities is otherwise consented to by the Board, (y) agrees to enter into this Agreement and each of the
Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the
other parties named therein, as an “Investor” under each such agreement (provided that any competitor,
as reasonably determined by the Board, or FOIA Party shall not be entitled to any rights as a Major Investor under Subsections
3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as are allocable
hereunder to the Major Investor holding the fewest number of shares of Preferred Stock and any other Derivative Securities. 





    17


     


    

(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 Stock then held by such Major Investor (including all shares of Common Stock then issuable
(directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities
then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or
exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding). 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 Stock issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears
to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the
Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed
shares. The closing of any sale pursuant to this Subsection 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 to Subsection 4.1(c).


 


(c)             
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection
4.1(b), the Company may, during the one hundred twenty (120) day period following the expiration of the periods provided in
Subsection 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 this Subsection 4.1.


 


(d)            
The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate
of Incorporation); and (ii) shares of Common Stock issued in the IPO.


 


(e)             
Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 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 in Subsection 4.1(b) before
giving effect to the issuance of such New Securities.


 


4.2            
Termination. The covenants set forth in Subsection 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 the closing of a Deemed Liquidation Event, as such term is defined
in the Certificate of Incorporation, whichever event occurs first and, as to each Major Investor, in accordance with Subsection
4.1(e). 





    18


     


    

5.               
Additional Covenants.


 


5.1           
Insurance. The Company has obtained from financially sound and reputable insurers Directors and Officers liability insurance,
in an amount and on terms and conditions satisfactory to the Board, and will use commercially reasonable efforts to cause such
insurance policy to be maintained until such time as the Board determines that such insurance should be discontinued. The policy
shall not be cancelable by the Company without prior approval by the Board, including at least one of the Series B Directors.


 


5.2           
Employee 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 material confidential information and/or
trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into
a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. 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 approval of the Board.


 


5.3           
Employee Stock. Unless otherwise approved by the Board, all future employees and consultants of the Company who purchase,
receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required
to execute restricted stock or option agreements, as applicable, 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 following thirty-six (36) months, and (ii) a market stand-off
provision substantially similar to that in Subsection 2.11.


 


5.4      
      Matters Requiring Investor Director Approval. So long as the holders of Series A Preferred
Stock are entitled to elect a Series A Director or the holders of the Series B Preferred Stock are entitled to elect a Series
B Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the
Board, which approval must include the affirmative vote of the Requisite 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;


 


(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; 





    19


     


    

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


 


(e)            
incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, 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 Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for: transactions contemplated by this
Agreement, the Purchase Agreement, and the other Transaction Agreements (as defined in the Purchase Agreement); transactions resulting
in payments to or by the Company in an aggregate amount less than $60,000 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;


 


(g)            
hire, terminate, or change the compensation of the executive officers outside of the ordinary course of business, including approving
any option grants or stock awards to executive officers;


 


(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.


 


5.5          
  Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, including the affirmative
vote of at least one of the Series B Directors, the Board shall meet at least quarterly in accordance with an agreed-upon schedule.
The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s
travel policy) in connection with providing service to the Company and attending meetings of the Board and other Company events.
Any costs and expenses incurred by a board observer shall be the responsibility of the party entitled to appoint such board observer
under Subsection 3.3. Subject to the approval of the Board of the venBio Director’s service on such committee, the
venBio Director shall be entitled in such person’s discretion to be a member of all committees of the Board. 


 


5.6           
Successor 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 as in effect immediately before such transaction, whether such obligations
are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.


 


5.7           
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the
Board by the Investors (each an “Investor 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 “Investor
Indemnitors”).  The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations
to any such Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by such Investor Director are secondary), (b) that it shall be required to advance
the full amount of expenses incurred by such Investor 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 Investor Director to the extent legally permitted
and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company
and such Investor Director), without regard to any rights such Investor Director may have against the Investor Indemnitors, and,
(c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor
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 Investor Indemnitors on behalf of any such Investor Director with respect to any claim for
which such Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor 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 Investor Director against the Company. The Investor Directors and the Investor Indemnitors are intended third-party beneficiaries
of this Subsection 5.7 and shall have the right, power and authority to enforce the provisions of this Subsection 5.7
as though they were a party to this Agreement. 





    20


     


    

5.8         
   Right to Conduct Activities. The Company hereby agrees and acknowledges that each of the Investors (together
with its Affiliates) is a professional investment organization, and as such reviews 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, each Investor (and its Affiliates) shall not be liable to the Company for any claim
arising out of, or based upon, (i) the investment by such Investor (or its Affiliates) in any entity competitive with the
Company, or (ii) actions taken by any partner, officer, employee or other representative of such Investor  (or its
Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of
directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company;
provided, however, that the foregoing shall not relieve (x) any of the Investors 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.


 


5.9             FCPA. The Company covenants that it shall not (and shall not permit any of its subsidiaries or Affiliates or any of its
or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise,
authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including
any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)),
in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The
Company further covenants that it shall (and shall cause each of its subsidiaries and Affiliates to) cease all of its or their
respective activities, as well as remediate any actions taken by the Company, its subsidiaries or Affiliates, or any of their
respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA,
the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further covenants that it shall
(and shall cause each of its subsidiaries and Affiliates to) maintain systems of internal controls (including, but not limited
to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any
other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or
certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor
if the Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause
any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with
the FCPA. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed
in the future, to comply in all material respects with all applicable laws. 





    21


     


    

5.10           Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6 and 5.7,
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 Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 


6.             Miscellaneous.


 


6.1             Successors and Assigns. The rights under this Agreement may be assigned (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) after
such transfer, holds at least 25,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock
dividends, combinations, and other recapitalizations); 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; and (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 of Subsection 2.11.
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; provided  further that all transferees who would not qualify individually for assignment
of rights shall, as a condition to the applicable transfer, establish a single attorney-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.


 


6.2             Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict
of law principles that would result in the application of any law other than the law of the State of Delaware.


 


6.3             Counterparts. 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.


 


6.4             Titles 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. 





    22


     


    

6.5             Notices. 


 


(a)             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; (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight
courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent
to the respective parties at their addresses as set forth on Schedule 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 this Subsection 6.5. If notice is given to
the Company, a copy shall also be sent to Hutchison PLLC, 3110 Edwards Mill Road, Suite 300, Raleigh, NC 27612, Attention: Bill
Wofford (bwofford@hutchlaw.com).


 


(b)        
     Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder
notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time,
by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or
the facsimile number as on the books of the Company. Each Investor agrees to promptly notify the Company of any change in
such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.


 


6.6             Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated 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 at least a majority of the Registrable Securities then outstanding;
provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c)
(and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly
in violation of Subsection 2.12(c) 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. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified or terminated and the observance
of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment,
modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions
of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if
such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company,
purchase securities in such transaction); (b) Subsections 3.1 and 3.2 and any other section of this Agreement applicable
to the Major Investors (including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived
without the written consent of the holders of at least a majority of the Registrable Securities then outstanding and held by the
Major Investors; (c) Subsection 3.3(a) and this Subsection 6.6(c) may not be amended, modified, terminated
or waived without the written consent of Aisling; (d) Subsection 3.3(b) and this Subsection 6.6(d) may not
be amended, modified, terminated or waived without the written consent of Vertex; (e) Subsection 3.3(c) and this Subsection
6.6(e) may not be amended, modified, terminated or waived without the written consent of BVF; (f) Subsection 3.3(d)
and this Subsection 6.6(f) may not be amended, modified, terminated or waived without the written consent of Qiming;
(g) Subsection3.3(e) and this Subsection 6.6(g) may not be amended, modified, terminated or waived without
the written consent of Driehaus; (h) Subsection 3.3(f) and this Subsection 6.6(h) may not be amended, modified,
terminated or waived without the written consent of venBio; and (i) Subsection 3.3(g) and this Subsection 6.6(i)
may not be amended, modified, terminated or waived without the written consent of Boxer. Notwithstanding the foregoing, Schedule
A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with
the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the
Company after the date of this Agreement without the consent of the other parties to add information regarding any additional
Investor who becomes a party to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice
of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to
such amendment, modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance
with this Subsection 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. 





    23


     


    

6.7             Severability. 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.


 


6.8             Aggregation 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.


 


6.9             Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares
of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock 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.


 


6.10           Entire Agreement; Prior Agreement Superseded. This Agreement (including any Schedules and Exhibits hereto) together with
the other Transaction Documents (as defined in the Purchase Agreement) 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. Upon the effectiveness of this Agreement, the Prior Agreement shall
be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force
or effect.


 


6.11           Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of Delaware and to the jurisdiction of the United States District Court for the District of Delaware 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 Delaware or the United States District Court for the
District of Delaware, 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.  





    24


     


    

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 AGREEMENTS,
THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-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.


 


6.12           Delays 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.


 


[Remainder
of Page Intentionally Left Blank] 




    25


     


    

IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written
above.


 





	 	ELEVATION
    ONCOLOGY, INC.
	 	 	 
	 	By:	/s/
    Steven Elms
	 	Name:
    Steven Elms
	 	Title:
    President & CEO










 


Signature
Page to Amended and Restated Investors’ Rights Agreement





     


     


    



	 	INVESTOR:
	 	 	 
	 	VENBIO
    PARTNERS LLC
	 	 	 
	 	By:	/s/
    Richard Gaster
	 	Name:
         Richard Gaster
	 	Title:
           Partner




 


Signature
Page to Amended and Restated Investors’ Rights Agreement



     


     


    



	 	INVESTOR:
	 	 
	 	CORMORANT
    PRIVATE HEALTHCARE FUND III, LP
	 	 	 
	 	By:
    Cormorant Private GP III, LLC
	 	 	 
	 	By:	/s/
    Bihua Chen
	 	Name:
       Bihua Chen
	 	Title:
         Managing Member
	 	 	 
	 	CORMORANT
    GLOBAL HEALTHCARE MASTER FUND, LP
	 	 	 
	 	By:
    Cormorant Global GP, LLC
	 	 	 
	 	By:	/s/
    Bihua Chen
	 	Name:
        Bihua Chen
	 	Title:
          Managing Member
	 	 	 
	 	CRMA
    SPV, L.P.
	 	 	 
	 	By:
    Cormorant Asset Management, LP
	 	 	 
	 	By:	/s/
    Bihua Chen
	 	Name:
       Bihua Chen
	 	Title:
         Attorney-In-Fact



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	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
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTOR:
	 	 	 
	 	SAMSARA
    BIOCAPITAL, L.P.
	 	 	 
	 	By:	/s/Srinivas
    Akkaraju
	 	Name:
       Srinivas Akkaraju
	 	Title:
         Managing General Partner



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTOR:
	 	 	 
	 	VIVO OPPORTUNITY FUND, L.P.
	 	 	 
	 	By: Vivo Opportunity, LLC, General Partner
	 	 	 
	 	By:	/s/ Albert Cha
	 	Name:    Albert Cha
	 	Title:      Managing Member



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTORS:
	 	 	 
	 	JANUS
    HENDERSON HORIZON FUND - BIOTECHNOLOGY FUND
	 	 	 
	 	By:
    Janus Capital Management LLC, its investment advisor
	 	 	 
	 	By:	/s/
    Andrew Acker
	 	Name:
       Andrew Acker
	 	Title:
         Authorized Signatory
	 	 	 
	 	JANUS
    HENDERSON BIOTECH INNOVATION MASTER FUND LIMITED
	 	 	 
	 	By:
    Janus Capital Management LLC, its investment advisor
	 	 	 
	 	By:	/s/
    Andrew Acker
	 	Name:
       Andrew Acker
	 	Title:
         Authorized Signatory



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTOR:
	 	 	 
	 	AISLING
    CAPITAL IV, LP
	 	 	 
	 	By:	/s/
    Robert Wenzel
	 	Name:
        Robert Wenzel
	 	Title:
          CFO


 


Signature
Page to Amended and Restated Investors’ Rights Agreement





     


     


    



	 	INVESTOR:
	 	 	 
	 	VERTEX
    GLOBAL HC FUND II PTE. LTD.
	 	 	 
	 	By:	/s/
    Chua Kee Lock
	 	Name:
       Chua Kee Lock
	 	Title:
         Director



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTORS:
	 	 	 
	 	BIOTECHNOLOGY
    VALUE FUND, LP
	 	 	 
	 	By:	/s/
    Mark Lampert
	 	Name: Mark Lampert
	 	Title: Chief Executive Officer BVF I GP LLC, itself General Partner of Biotechnology Value Fund, L.P.
	 	 	 
	 	BIOTECHNOLOGY
    VALUE FUND II, LP
	 	 	 
	 	By:	/s/
    Mark Lampert
	 	Name:
    Mark Lampert
	 	Title:
    Chief Executive Officer BVF II GP LLC, itself General Partner of Biotechnology Value Fund II, L.P.
	 	 	 
	 	BIOTECHNOLOGY
    VALUE TRADING FUND OS, L.P.
	 	 	 
	 	By:	/s/
    Mark Lampert
	 	Name:
    Mark Lampert
	 	Title:
    President BVF Inc., General Partner of BVF Partners L.P., itself sole member of BVF Partners OS Ltd., itself GP of Biotechnology
    Value Trading Fund OS, L.P.
	 	 	 
	 	MSI
    BVF SPV, L.L.C. (c/o Magnitude Capital)
	 	 	 
	 	By:	/s/
    Mark Lampert
	 	Name:
    Mark Lampert
	 	Title:
    President BVF Inc., itself General Partner of BVF Partners L.P., itself attorney-in-fact for MSI BVF SPV, L.L.C.



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTORS:
	 	 	 
	 	DRIEHAUS
    EVENT DRIVEN FUND, A SERIES OF DRIEHAUS MUTUAL FUNDS
	 	 	 
	 	By:
    Driehaus Capital Management LLC, its investment adviser
	 	 	 
	 	By:	/s/
    Janet McWilliams
	 	Name:
    Janet McWilliams
	 	Title:
    General Counsel
	 	 	 
	 	DRIEHAUS
    LIFE SCIENCES MASTER FUND, L.P.
	 	 	 
	 	By:
    Driehaus Capital Management LLC, its investment adviser
	 	 	 
	 	By:	/s/
    Janet McWilliams
	 	Name:
    Janet McWilliams
	 	Title:
    General Counsel
	 	 	 
	 	DESTINATIONS
    MULTI-STRATEGY ALTERNATIVES FUND, A SERIES OF BRINKER CAPITAL DESTINATIONS TRUST
	 	 	 
	 	By:
    Driehaus Capital Management LLC, its investment subadviser
	 	 	 
	 	By:	/s/
    Janet McWilliams
	 	Name
    Janet McWilliams
	 	Title:
    General Counsel



 


Signature
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	 	INVESTOR:
	 	 
	 	QIMING
    U.S. HEALTHCARE FUND II, L.P., a Delaware limited partnership
	 	 	 
	 	By:
    QIMING U.S. HEALTHCARE GP II, LLC, a Delaware limited liability company
	 	Its:
    General Partner
	 	 	 
	 	By:	/s/
    Mark McDade
	 	Name:
    Mark McDade
	 	Its:
    Authorized Signatory



 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTOR:
	 	 
	 	/s/
    Franklin Berger
	 	Franklin
    Berger


 


Signature
Page to Amended and Restated Investors’ Rights Agreement




     


     


    



	 	INVESTOR:
	 	 
	 	/s/
    Sai-Hong Ou
	 	Sai-Hong
    Ou



 


Signature
Page to Amended and Restated Investors’ Rights Agreement


     


     


    



	 	INVESTOR:
	 	 
	 	/s/
    Lori Kunkel
	 	Lori
    Kunkel


 


Signature
Page to Amended and Restated Investors’ Rights Agreement



     


     


    


SCHEDULE
A


 


Investors


 


venBio
Partners LLC 


1700
Owens Street, Suite 595 


San
Francisco, CA 94158 


Attn:
Richard Gaster 


Email:
richard@venbio.com


 


With
a copy to (which shall not constitute notice): 


 


Sidley
Austin LLP 


1999
Avenue of the Stars, 17th Floor 


Los
Angeles, CA 90067 


Attn:
Mehdi Khodadad 


Email:
mkhodadad@sidley.com 


 


Cormorant
Private Healthcare Fund III, LP 


200
Clarednon Street, 52nd Floor 


Boston,
MA 02116 


Attn:
Jay Scollin 


Attn:
Neb Obradovic 


Email:
   scollins@cormorant-asset.com 


      neb@cormorant-asset.com 


 


Cormorant
Global Healthcare Master Fund, LP 


200
Clarednon Street, 52nd Floor 


Boston,
MA 02116 


Attn:
Jay Scollin 


Attn:
Neb Obradovic 


Email:
scollins@cormorant-asset.com 


     neb@cormorant-asset.com 


 


CRMA
SPV, L.P. 


200
Clarednon Street, 52nd Floor 


Boston,
MA 02116 


Attn:
Jay Scollin 


Attn:
Neb Obradovic 


Email:
scollins@cormorant-asset.com 


     neb@cormorant-asset.com 


 


Boxer
Capital, LLC

12860 El Camino Real, Suite 300

San Diego, CA 92130 


Attn:
Aaron Davis 


Email:adavis@tavistock.com 




     


     


    

MVA
Investors, LLC

12860 El Camino Real, Suite 300

San Diego, CA 92130 


Attn:
Aaron Davis 


Email:adavis@tavistock.com


 


Samsara
BioCapital, L.P.


565
Everett Ave.

Palo Alto, CA 94301 


Attn: 


Email:   srini@samsaracap.com 


      rich@samsaracap.com


 


With
a copy to (which shall not constitute notice):


 


Wilmer,
Cutler, Pickering, Hale and Dorr LLP

60 State Street

Boston, MA 02109 


Attn:
Jason Kropp

Email: Jason.Kropp@wilmerhale.com


 


Vivo
Opportunity Fund, L.P. 


192
Lytton Ave.

Palo Alto, CA 94301 


Attn:
Albert Cha 


Email:
acha@vivocapital.com 


 


Janus
Henderson Horizon Fund - Biotechnology Fund

c/o Janus Capital Management, LLC

151 Detroit Street

Denver, CO 80206 


Attn:
Andy Acker

Attn: Angela Morton 


Email:
andy.acker@janushenderson.com 


    amorton@janushenderson.com


 


With
a copy to (which shall not constitute notice): 


 


Perkins
Coie LLP 


3150
Porter Drive 


Palo
Alto, CA 94306 


Attn:
Adrian Rich 


Email:
arich@perkinscoie.com





     


     


    

Janus
Henderson Biotech Innovation Master Fund Limited 


c/o
Janus Capital Management, LLC

151 Detroit Street

Denver, CO 80206 


Attn:
Andy Acker

Attn: Angela Morton 


Email:
andy.acker@janushenderson.com


    amorton@janushenderson.com


 


With
a copy to (which shall not constitute notice):


 


Perkins
Coie LLP 


3150
Porter Drive 


Palo
Alto, CA 94306 


Attn:
Adrian Rich 


Email:
arich@perkinscoie.com


 


Aisling
Capital IV, LP 


888
Seventh Avenue, 12th Floor 


New
York, NY 10106 


Attn:
Steven Elms 


Fax:
212 651 6379 


Email:
selms@aislingcapital.com


 


and


 


Aisling
Capital IV, L.P. 


888
Seventh Avenue, 12th Floor 


New
York, NY 10106 


Attn:
Chief Financial Officer 


Fax:
212 651 6379 


Email:
rwenzel@aislingcapital.com


 


With
a required copy to: 


 


McDermott
Will & Emery LLP 


340
Madison Avenue 


New
York, NY 10173-1922 


Attn:
Todd Finger 


Fax:
212 547 5444 


Email:
tfinger@mwe.com 


 


Vertex
Global HC Fund II Pte. Ltd. 


345
S. California Ave.

Palo Alto, CA 94306

Attn: Lori Hu

Email: lhu@vertexventureshc.com





     


     


    

Biotechnology
Value Fund, LP 


44
Montgomery Street, 40th Floor 


San
Francisco, CA 94104


 


With
a copy to (which shall not constitute notice): 


 


Gibson,
Dunn & Crutcher LLP


555
Mission Street, Suite 3000 


San
Francisco, CA 94105 


Attention:
Ryan A. Murr


 


Biotechnology
Value Fund II, LP 


44
Montgomery Street, 40th Floor 


San
Francisco, CA 94104


 


With
a copy to (which shall not constitute notice): 


 


Gibson,
Dunn & Crutcher LLP 


555
Mission Street, Suite 3000 


San
Francisco, CA 94105 


Attention:
Ryan A. Murr


 


Biotechnology
Value Trading Fund OS, L.P. 


PO
Box 309 Ugland House 


Grand
Cayman, KY1- 1104 


Cayman
Islands


 


With
a copy to (which shall not constitute notice):


 


Gibson,
Dunn & Crutcher LLP 


555
Mission Street, Suite 3000 


San
Francisco, CA 94105 


Attention:
Ryan A. Murr


 


MSI
BVF SPV, L.L.C. (c/o Magnitude Capital) 


200
Park Avenue, 56th Floor 


New
York, NY 10166


 


With
a copy to (which shall not constitute notice):


 


Gibson,
Dunn & Crutcher LLP 


555
Mission Street, Suite 3000 


San
Francisco, CA 94105 


Attention:
Ryan A. Murr





     


     


    

Destinations
Multi-Strategy Alternatives Fund, A Series of Brinker Capital Destinations Trust 


25
E. Erie

Chicago, IL 60611

Attn: Janet McWilliams, General Counsel 


Email:
jmcwilliams@driehaus.com 


 


Driehaus
Event Driven Fund, A Series of Driehaus Mutual Funds 


25
E. Erie

Chicago, IL 60611

Attn: Janet McWilliams, General Counsel 


Email:
jmcwilliams@driehaus.com 


 


Driehaus
Life Sciences Master Fund, L.P. 


25
E. Erie

Chicago, IL 60611

Attn: Janet McWilliams, General Counsel 


Email:
jmcwilliams@driehaus.com 


 


Qiming
U.S. Healthcare Fund II, L.P.

11100 NE 8th Street, Suite 200 


Bellevue,
Washington 98004 


Attn:
Colin Walsh 


Email:
colin@qimingvc.com


 


With
a copy to (which shall not constitute notice): 


 


DLA
Piper LLP (US) 


701
Fifth Avenue, Suite 6900 


Seatle,
WA 98104 


Attn:
Kerra Melvin 


Email:
kerra.melvin@dlapiper.com 


 


Franklin
Berger 


 








     


     


    

Sai-Hong
Ou 








 


Lori
Kunkel