EX-4.2



 Exhibit 4.2 

ANAPTYSBIO, INC. 

FOURTH AMENDED AND RESTATED 

INVESTOR RIGHTS AGREEMENT 

THIS FOURTH AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT (the “Agreement”) is entered into as of July 13, 2015 by and among ANAPTYSBIO, INC., a Delaware
corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.” 

RECITALS 

WHEREAS, certain of the Investors are purchasing shares of the
Company’s Series D Preferred Stock (the “Series D Preferred”) pursuant to that certain Series D Preferred Stock Purchase Agreement (as the same may be amended from time to time, the “Purchase
Agreement”) of even date herewith (the “Financing”); 

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of
this Agreement; 
 WHEREAS, certain of the Investors (the
“Prior Investors”) are holders of the Company’s Series B Preferred Stock (the “Series B Preferred”), the Company’s Series B-1 Preferred Stock (the “Series B-1
Preferred”), the Company’s Series B-2 Preferred Stock (the “Series B-2 Preferred”), the Company’s Series C Preferred Stock (the “Series C Preferred”), and the Company’s
Series C-1 Preferred Stock (the “Series C-1 Preferred,” and together with the Series B Preferred, Series B-1 Preferred, Series B-2 Preferred, Series C Preferred and Series D Preferred, the “Preferred
Stock”); 
 WHEREAS, the Prior Investors and the Company are parties to that
certain Third Amended and Restated Investor Rights Agreement dated July 15, 2013 (the “Prior Agreement”); 

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept
the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and 

WHEREAS, in connection with the consummation of the Financing, the Company and the Investors have agreed
to the registration rights, information rights and other rights as set forth below. 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

 

	SECTION 1.	GENERAL. 

 1.1 Amendment and Restatement of Prior Agreement. The Prior
Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of a majority of the 







 
Registrable Securities (as defined in the Prior Agreement) held by the Prior Investors outstanding as of the date of this Agreement. Upon such execution, all provisions of, rights granted and
covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect including, without limitation, all rights of first refusal and any notice period associated therewith
otherwise applicable to the transactions contemplated by the Purchase Agreement. 
 1.2 Definitions. As used in this Agreement the
following terms shall have the following respective meanings: 
 (a) “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 
 (b) “Form S-3” means such form under the Securities Act as in effect on
the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the
SEC. 
 (c) “Holder” means any person owning of record Registrable Securities that have not been sold to the
public or any assignee of record of such Registrable Securities in accordance with Section 2.9 hereof. In addition, for purposes of Sections 2.11 and 2.12 hereof, the term “Holder” shall also include any person owning of record shares
of Common Stock of the Company issued as the result of a Special Mandatory Conversion event described in clause (i) of the definition of Registrable Securities. 

(d) “Initial Offering” means the Company’s first firm commitment underwritten public offering of its
Common Stock registered under the Securities Act. 
 (e) “Qualified IPO” shall have the meaning set forth in
the Restated Charter. 
 (f) “Register,” “registered,” and
“registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or
document. 
 (g) “Registrable Securities” means (a) Common Stock of the Company issuable or issued upon
conversion of the Shares and (b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) issued upon the conversion of Shares pursuant to a Special Mandatory Conversion as set forth
in Article IV.D, Section 5(i) of the Company’s Amended and Restated Certificate of Incorporation dated July 15, 2013, (ii) sold by a person to the public either pursuant to a registration statement or Rule 144 or (iii) sold
in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned. 
 (h)
“Registrable Securities then outstanding” shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable
pursuant to then exercisable or convertible securities. 

  
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 (i) “Registration Expenses” shall mean all expenses incurred by
the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to
exceed $35,000 of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which
shall be paid in any event by the Company). 
 (j) “Restated Charter” shall have the meaning set forth in the
Purchase Agreement. 
 (k) “SEC” or “Commission” means the Securities and Exchange
Commission. 
 (l) “Securities Act” shall mean the Securities Act of 1933, as amended. 

(m) “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable to the sale.

 (n) “Shares” shall mean the Preferred Stock held from time to time by the Investors listed on
Exhibit A hereto and their permitted assigns and the Preferred Stock issuable upon exercise of the Warrants. 
 (o)
“Special Registration Statement” shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the
Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities. 

(p) “Warrants” shall mean the warrants to purchase Series C Preferred held by the Investors. 

 

	SECTION 2.	REGISTRATION; RESTRICTIONS ON TRANSFER. 

 2.1 Restrictions on Transfer.

 (a) Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and
until: 
 (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration statement; or 
 (ii) (A) The transferee has agreed in writing to be
bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and
(C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to 

  
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the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made
pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain
Registrable Securities hereunder following such transfer. 
 (b) Notwithstanding the provisions of subsection (a) above, no such
restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a partnership or fund transferring Series D Preferred to one or more
of its affiliated partnerships or funds managed by it or any of its respective directors, officers or partners, (C) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the
Holder, (D) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (E) an individual transferring to the Holder’s family member or trust for the
benefit of an individual Holder; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder. 

(c) Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially
similar to the following (in addition to any legend required under applicable state securities laws): 
 THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 THE
SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. 
 (d) The Company shall be obligated to reissue
promptly unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to
the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend; 

  
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provided that the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder. 

(e) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect
to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 

2.2 Demand Registration. 

(a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority
of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding,
then the Company shall, within 30 days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as possible, the registration under the Securities
Act of all Registrable Securities that all Holders request to be registered. 
 (b) If 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 this Section 2.2 or any request pursuant to Section 2.4 and the Company shall
include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its 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
enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters
shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be
underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be
allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares
of Registrable Securities to be included in such underwriting and registration shall not be reduced unless such underwriting and registration does not include shares of any other selling stockholders. Any Registrable Securities excluded or withdrawn
from such underwriting shall be withdrawn from the registration. 

  
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 (c) The Company shall not be required to effect a registration pursuant to this
Section 2.2: 
 (i) prior to the earlier of (A) the fifth anniversary of the date of this Agreement or (B) the
expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering; 
 (ii) after the Company
has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 

(iii) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the
registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof); provided that the Company makes reasonable good faith efforts to cause such registration statement to
become effective; 
 (iv) if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a),
the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offering within 90 days; 

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed
by the Chairman of the Company’s Board of Directors (the “Board”) stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration
statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided that such right to delay a
request shall be exercised by the Company not more than once in any 12 month period; 
 (vi) 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 Section 2.4 below; or 

(vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent
to service of process in effecting such registration, qualification or compliance. 
 2.3 Piggyback Registrations. The Company shall
notify all Holders of Registrable Securities in writing at least 15 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such
Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within 15 days after the above-described notice from the Company, so
notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter
filed by the Company, such 

  
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Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with
respect to offerings of its securities, all upon the terms and conditions set forth herein. 
 (a) Underwriting. If the registration
statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities
in a registration pursuant to this Section 2.3 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 Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding
any other provision of this Agreement, if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be
included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other
than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below 30% of the total amount of securities included in such
registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the
immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than
60% of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at
least 10 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership,
limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts
for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration
rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. 
 (b) Right to Terminate
Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration, and shall promptly notify any
Holder that has elected to include shares in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof 

2.4 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of Registrable Securities a written request or
requests that the Company effect a 

  
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registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company will: 
 (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and 
 (b) as soon as
practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen days after receipt of such written
notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: 

(i) if Form S-3 is not available for such offering by the Holders; 

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000, net of Registration Expenses and Selling Expenses; 

(iii) if within 30 days of receipt of a written request from any Holder or Holders pursuant to this Section 2.4, the Company
gives notice to such Holder or Holders of the Company’s intention to make a public offering within 90 days, other than pursuant to a Special Registration Statement; 

(iv) if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Form S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3
registration statement for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 2.4; provided, that such right to delay a request shall be exercised by the Company not more than once
in any 12 month period; 
 (v) if the Company has, within the 12 month period preceding the date of such request, already effected
two registrations on Form S-3 for the Holders pursuant to this Section 2.4; or 
 (vi) in any particular jurisdiction in which
the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 

(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to 

  
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this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. 

2.5 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any
registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so
registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been
subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a
majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(5), as
applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders). If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including
Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above,
then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(5), as applicable, to undertake any subsequent registration. 

2.6 Obligations of the Company. Whenever required 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 all 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 up to 90
days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed 60 days thereafter
(the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to
offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company,
the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a
registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for
an additional consecutive 60 days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. No more than two such Suspension
Periods shall occur in any 12 month period. If so directed by the Company, all Holders registering shares under such 

  
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registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after
receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus
relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement
other than a registration statement on Form S-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. 

(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 provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above. 

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 

(d) Use its 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 Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions. 
 (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 managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations
under such an agreement. 
 (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when
a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement
such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the
circumstances then existing. 
 (g) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered
to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily
given to underwriters 

  
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in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form
and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. 

2.7 Delay of Registration; Furnishing Information. 

(a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 
 (b) It
shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held
by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities. 

(c) The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if
the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally
trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable. 

2.8 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or
2.4: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers
and directors of each Holder, any underwriter (as defined in the Securities Act) for 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 losses,
claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in
such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the 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 Company 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 in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer,
director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 2.8(a) shall not apply to 

  
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amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder. 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as
to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the 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 Company of the Securities Act (collectively, a
“Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed
by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person,
underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such
a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.8 exceed the net proceeds from the offering received by such Holder. 

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and 

  
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expenses thereof 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 proceeding. The failure to deliver written 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 Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8. 

(d) If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state 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, that in no event shall any contribution by a Holder hereunder
exceed the net proceeds from the offering received by such Holder. 
 (e) The obligations of the Company and Holders under this
Section 2.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration
filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 

2.9 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this
Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner,
member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, (c) is an entity affiliated by
common control (or other related entity) with such Holder or (d) is a Holder; provided, however, (i) the transferor shall, within 10 days after such transfer, furnish to the Company written notice of the name and address of
such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement. 

  
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 2.10 Limitation on Subsequent Registration Rights. Other than as provided in
Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of
the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders. 

2.11 “Market Stand-Off” Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the
registration) during the 180-day period following the effective date of the Initial Offering (or such longer period as the underwriter of the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any
successor or similar rule or regulation); provided that all officers and directors of the Company and all holders of 1.0% or more of the Company’s capital stock are bound by and have entered into similar agreements. The obligations
described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on
Form S-4 or similar forms that may be promulgated in the future. 
 2.12 Agreement to Furnish Information. Each Holder agrees to
execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.11 or that are necessary to give further effect thereto. In
addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within 10 days of such request, such information as may be required by the Company or
such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.11 and this
Section 2.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day
period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.11 and 2.12
and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 2.13 Rule 144
Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best
efforts to: 
 (a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any
similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; 

  
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 (b) File with the SEC, in a timely manner, all reports and other documents required of the
Company under the Exchange Act; and 
 (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the
most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration. 
 2.14 Termination of Registration Rights. The right of any Holder to request registration or
inclusion of Registrable Securities in any registration pursuant to Section 2.2, 2.3 or 2.4 hereof shall terminate upon the earlier of: (i) the date five years following the closing of a Qualified IPO; (ii) such time as such Holder
holds less than 1% of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as-if-converted basis), the Company has completed its Initial Offering and all Registrable Securities issuable or issued upon conversion
of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any 90-day period. Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

  

	SECTION 3.	COVENANTS OF THE COMPANY. 

 3.1 Basic Financial Information and Reporting.

 (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its
business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper
accruals and reserves as shall be required under generally accepted accounting principles consistently applied. 
 (b) So long as an
Investor (with its affiliates) owns not less than 1,000,000 Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company,
and in any event within 180 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all
prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial
statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. 
 (c) The
Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company
as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the 

  
 15 








 
Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the
exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. 
 (d) The Company
will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as
soon as practicable after the end of each fiscal year of the Company, and in any event within 180 days thereafter, a report setting forth a comparison of the prior fiscal year’s annual budget with the audited financial statements for the
corresponding fiscal year. 
 3.2 Inspection Rights. Each Major Investor shall have the right to visit and inspect any of the
properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable
times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company or with respect to information which the Board
determines in good faith is attorney-client privileged and should not, therefore, be disclosed. 
 3.3 Confidentiality of Records.
Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor that the Company identifies as being confidential or proprietary
(so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information: (i) to any partner, subsidiary or parent of such Investor as long as such partner, subsidiary or
parent is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that
is communicated to it free of any obligation of confidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by
applicable law. 
 3.4 Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and
delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion. 
 3.5 Stock
Vesting. Unless otherwise approved by the Board, all stock options, restricted stock and other stock equivalents issued after the date of this Agreement to employees shall be subject to vesting as follows: (a) 25% of such stock shall vest
at the end of the first year following the earlier of the date of issuance or such employee’s services commencement date with the company; and (b) 75% of such stock shall vest monthly over the remaining three years; provided,
however, that the vesting shall be subject to a double trigger acceleration provision in the event of a change in control of the Company and, if any such stock options are subject to early exercise, the Company shall retain a repurchase
option at cost (or the lesser of cost or fair market value) with respect to any unvested shares of the Company’s Common Stock issued upon early exercise of such stock option. For the avoidance of doubt, the vesting of stock options,


  
 16 








 
restricted stock and stock equivalents issued to directors, consultants and other service providers of the Company, including any acceleration terms of such vesting, shall be as determined by the
Board at the time of grant. 
 3.6 Director and Officer Insurance. The Company will use its best efforts to obtain and maintain in
full force and effect director and officer insurance with available coverage limits of at least $5,000,000 and on terms reasonably acceptable to the Investors. 

3.7 Proprietary Information and Inventions Agreement. The Company shall require all employees and consultants to execute and deliver a
Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board. 
 3.8
Assignment of Right of First Refusal. 
 (a) In the event the Company elects not to exercise any right of first refusal or right
of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s Bylaws, by contract or otherwise, the Company shall assign such right of first refusal or right of first
offer to each Major Investor. In the event of such assignment, each Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each such Major Investor’s pro rata portion
shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Major Investor at
the time of the proposed transfer and the denominator of which is the total number of Registrable Securities owned by all Major Investors at the time of such proposed transfer. 

(b) In the event that not all of the Major Investors elect to purchase their pro rata portion of the capital stock proposed to
be transferred, each such Major Investor that does initially elect to purchase its pro rata portion shall also have the right to purchase its pro rata portion of the unsubscribed shares. For purposes of this Section 3.8(b), the
denominator described in clause (ii) of subsection 3.8(a) above shall be the total number of shares of Registrable Securities owned by all such Major Investors who do initially elect to purchase their pro rata portion of the capital
stock proposed to be transferred. 
 (c) The provisions of this Section 3.8 shall not apply to any transfer of stock by a
stockholder of the Company that is governed by the provisions of that certain Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith, as the same may be amended from time to time, where the provisions of such
agreement would be in conflict with the provisions of this Section 3.8. 
 3.9 Directors’ Liability and Indemnification.
The Restated Charter and the Company’s Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the
maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements reasonably acceptable to Investors with each of its directors to indemnify such directors to the
maximum extent permissible under applicable law. 

  
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 3.10 Qualified Small Business. For so long as any of the Shares are held by an Investor
(or a transferee in whose hands such Shares are eligible to qualify as “Qualified Small Business Stock” as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company
will use its reasonable efforts to comply with the reporting and recordkeeping requirements of Section 1202 of the Code, any regulations promulgated thereunder and any similar state laws and regulations. 

3.11 Directors’ Expenses. The Company shall reimburse members of the Board for reasonable out of pocket expenses
(i) associated with Board or Committee meeting attendance and (ii) for conducting other pre-approved Company business in such person’s capacity as a director of the Company. 

3.12 Board Committee Membership; Establishment of Compensation Committee. The member of the Board designated by Novo A/S
(“Novo”) pursuant to that certain Fourth Amended and Restated Voting Agreement of even date herewith, as the same may be amended from time to time, shall be offered the right to join any existing Board committee or any
committee that the Board may constitute at any time in the future. 
 3.13 Drag Along Liability Limitation. In no event shall the
Company enter into any agreement, nor permit any agreement to which the Company is a party to be amended in any manner, pursuant to which Novo, Frazier Healthcare V, L.P. (“Frazier”) or Alloy Ventures
(“Alloy”) would be compelled to transfer its ownership interest in the Company (whether directly or indirectly by way of merger or otherwise) to any acquirer thereof, unless such agreement expressly provides (and requires to
be binding on Novo, Frazier and Alloy) that in no event will any Investor be required to agree to sell, transfer, convey (whether by merger, operation of law or otherwise) its ownership interest in the Company unless the liability of stockholders
for indemnification in connection with such transaction, if any, of such Investor in such sale of the Company is several, not joint, is pro rata in accordance with such Investor’s relative stock ownership of the Company, and will not
exceed the consideration paid to such Investor, if any, in such transaction (except in the case of potential liability for fraud or willful misconduct by such Investor). 

3.14 Initial Offering. Unless otherwise determined by the Investors holding a majority of the outstanding shares of Series D Preferred,
promptly following the Closing (as defined in the Purchase Agreement) the Company shall use its best efforts to consummate an Initial Offering that constitutes a Qualified IPO; provided, however, that this Section 3.14 shall only apply
to the extent such Initial Offering is approved by the Board and determined to be in the best interests of the Company and the stockholders of the Company. 

3.15 FCPA. The Company represents 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 (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 represents that it shall (and shall cause each of its subsidiaries and affiliates to) cease all 

  
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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 represents 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 allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law. 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. 
 3.16 Observation Rights. In the event that any of Alloy,
Frazier or Novo is a Major Investor but does not have a representative on the Board, the Company shall allow one representative designated by such Major Investor to attend all meetings of the Board and meetings of committees of the Board in a
nonvoting capacity, and in connection therewith, the Company shall give such representatives copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to the Board or committee at the same time
it provides such materials to the Board or committee, as the case may be; provided, however, that the Company reserves the right to exclude such representative from access to any material or meeting or portion thereof if the Company
believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege or to protect confidential proprietary information. Each Major Investor agrees, and any representatives of such Major Investor will
agree, to hold in confidence and trust and not use or disclose any confidential information provided to or learned by it in connection with the rights set forth in this Section 3.16. The Company shall not be responsible for reimbursement of any
expenses incurred by such representatives in connection with attending meetings of the Board or committees of the Board. 
 3.17 Pay to
Play Provisions. The Company hereby covenants and agrees that the holders of Series D Preferred will not be subject to any pay-to-play or equivalent obligations or provisions with respect to their shares of Series D Preferred. 

3.18 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Alloy, Frazier and Novo is a professional
investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the
extent permitted under applicable law, neither Alloy, nor Frazier nor Novo shall be liable to the Company for any claim arising out of, or based upon, (a) the investment by Alloy, Frazier or Novo, respectively, in any entity competitive with
the Company, or (b) actions taken by any partner, officer or other representative of Alloy, Frazier or Novo, as applicable, to assist any such competitive company, whether or not such action was taken as a


  
 19 








 
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) Alloy, Frazier or Novo or any party from liability associated with the willful misuse of the Company’s confidential information obtained pursuant to Section 3, or (ii) any director or officer of the Company from any
liability associated with his or her fiduciary duties to the Company. 
 3.19 Termination of Covenants. All covenants of the Company
contained in Section 3 of this Agreement (other than the provisions of Sections 3.3, 3.6, 3.9, 3.11, 3.13, 3.15 and 3.18) shall expire and terminate as to each Investor upon the earlier of the closing of (i) a Qualified IPO or
(ii) an Asset Transfer or Acquisition (each as defined in the Restated Charter). 
  

	SECTION 4.	RIGHTS OF FIRST REFUSAL. 

 4.1 Subsequent Offerings. Subject to applicable
securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the
date of this Agreement, other than the Equity Securities excluded by Section 4.7 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock
(including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity
Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options)
immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible
into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to
subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right. 
 4.2
Exercise of Rights. If the Company proposes to issue any Equity Securities, it shall give each Major Investor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company
proposes to issue the same. Each Major Investor shall have 15 days from the giving of such notice to agree to purchase its pro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by
giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would
cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale. 
 4.3 Issuance of Equity
Securities to Other Persons. If not all of the Major Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Major Investors who do so elect and shall offer such
Major Investors the right to acquire such unsubscribed shares on a pro rata basis. The Major Investors shall have five days after receipt of such notice to notify the Company of its election to purchase


  
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all or a portion thereof of the unsubscribed shares. The Company shall have 90 days thereafter to sell the Equity Securities in respect of which the Major Investor’s rights were not
exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold
such Equity Securities within 90 days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided
above. 
 4.4 Sale Without Notice. In lieu of giving notice to the Major Investors prior to the issuance of Equity Securities as
provided in Section 4.2, the Company may elect to give notice to the Major Investors within 30 days after the issuance of Equity Securities. Such notice shall describe the type, price and terms of the Equity Securities, which shall be the same
as were offered in the prior issuance of Equity Securities in respect of which the notice if being given. Each Major Investor shall have 20 days from the date of receipt of such notice to elect to purchase up to the number of shares that would, if
purchased by such Major Investor, maintain such Major Investor’s pro rata share (as set forth in Section 4.1) of the Company’s equity securities after giving effect to all such purchases. The closing of such sale shall occur
within 60 days of the date of notice to the Major Investors, subject to extension in the event that the Company is unable or unwilling to proceed with such sale. 

4.5 Termination and Waiver of Rights of First Refusal. The rights of first refusal established by this Section 4 shall not apply
to, and shall terminate upon the earlier of the closing of (i) a Qualified IPO or (ii) an Asset Sale or Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or
any provision waived with and only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5. 

4.6 Assignment of Rights of First Refusal. The rights of first refusal of each Major Investor under this Section 4 may be assigned
to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9. 
 4.7
Excluded Securities. The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: 

(a) shares of Common Stock issued upon conversion of the Preferred Stock; 

(b) shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such
options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants
or advisors to the Company or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board; 

(c) any Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities
outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were


  
 21 








 
complied with, waived or were inapplicable pursuant to any provision of this Section 4.7 with respect to the initial sale or grant by the Company of such rights or agreements; 

(d) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance
or similar business combination approved by the Board; 
 (e) any Equity Securities issued in connection with any stock split, stock
dividend or recapitalization by the Company; 
 (f) any Equity Securities issued pursuant to any equipment loan or leasing
arrangement, real property leasing arrangement or debt financing from a bank or similar financial or lending institution approved by the Board; 

(g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to
the Company; 
 (h) any Equity Securities issued in connection with the Initial Offering; 

(i) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without
limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that the issuance of shares therein has been approved by the Board; 

(j) any Equity Securities issued pursuant to the Purchase Agreement; or 

(k) any Equity Securities that the holders of at least a majority of the then-outstanding Registrable Securities agree shall not be
subject to the rights of first refusal set forth in this Section 4. 
 provided, however, that the total number of shares excluded from the
rights of first refusal established by this Section 4 pursuant to subsections (d), (f), (g) and (i) above shall not exceed 3,000,000 shares in the aggregate (as adjusted for any stock dividends, combinations, splits, recapitalizations
and the like after the date hereof). 
  

	SECTION 5.	MISCELLANEOUS. 

 5.1 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of California in all respects as such laws are applied to agreements among California residents entered into and to be performed entirely within California, without reference to conflicts of laws or principles
thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does
hereby submit to the jurisdiction and venue of, any state or federal court located in the County of San Diego, California. 

  
 22 








 5.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of
Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the
Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 

5.3 Entire Agreement. This Agreement, the Exhibits and Schedules hereto, the Purchase Agreement and the other documents delivered
pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. 

5.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein. 
 5.5 Amendment, Termination or Waiver. 

(a) Except as otherwise expressly provided, this Agreement may be amended, modified or terminated, and the obligations of the Company
and the rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of at least a majority of the then-outstanding Registrable Securities. 

(b) For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company
shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 
 (c)
Notwithstanding the foregoing, (1) Sections 5.5(a), (b) and (c), 3.13, 3.16 and 3.18 may not be amended without (i) compliance with Sections 5.5(a) and (b) and (ii) for so long as such party is a Holder, the
express written consent of each of Novo, Frazier and Alloy, (2) Section 3.12 cannot be amended without (i) compliance with Sections 5.5(a) and (b) and (ii) the express consent of Novo, and (3) Section 3.17
cannot be amended without (i) compliance with Sections 5.5(a) and (b) and (ii) the express consent of the holders of at least a majority of the then-outstanding shares of Series D Preferred. 

(d) Notwithstanding the foregoing, this Agreement may not be amended, modified or terminated, and the observance of any term hereunder
may not be waived with respect to any Holder without the written consent of such Holder if such amendment, modification, termination or waiver adversely effects such Holder in a manner that is different than and disproportionate to the effect of
such amendment, modification termination or waiver on the rights of all Holders hereunder. 
 5.6 Delays or Omissions. It is agreed
that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another 

  
 23 








 
party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of
any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or
any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or
otherwise afforded to any party, shall be cumulative and not alternative. 
 5.7 Notices. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then
on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address or electronic mail
address as such party may designate by 10 days advance written notice to the other parties hereto; provided, however, that if the notice being provided under this Section 5.7 is to an address outside the United States, such notice shall be set
using the methods specified in (b) and (d) above. 
 5.8 Attorneys’ Fees. In the event that any suit or action is
instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses
of appeals. 
 5.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement. 
 5.10 Additional Investors. Notwithstanding anything to
the contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 4.7(d), (f), (g), (i) or (j) of this Agreement, any purchaser of such Equity Securities may become a party to this Agreement by
executing and delivering an additional counterpart signature page to this Agreement and shall be deemed a “Holder” hereunder; provided, however, that except for issuances under Section 4.7(j) of this
Agreement, such purchaser shall not be deemed a “Holder” under Sections 2.3 and 2.4 hereof without the written consent of the holders of at least a majority of the then-outstanding Registrable Securities. 

5.11 Counterparts; Facsimile and PDF Signatures. 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. 

  
 24 








 5.12 Aggregation of Stock. All shares of Registrable Securities held or acquired by
affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

5.13 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as to the identity of the parties hereto may require. 
 5.14 Term. This Agreement shall terminate and
be of no further force or effect upon the earlier of (i) the closing of an Asset Transfer or Acquisition, (ii) the date five years following the closing of a Qualified IPO, or (ii) the date as of which this Agreement is terminated in
accordance with Section 5.5 above; provided, however, that Sections 3.3, 3.6, 3.9, 3.11, 3.13, 3.15 and 3.18 shall survive such termination. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 

  
 25 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	COMPANY:
	
	ANAPTYSBIO, INC.
		
	By:		 /s/ Hamza Suria

	Name:		Hamza Suria
	Title:		President & CEO
	Address:		 10421 Pacific Center Court, Suite 200
 San
Diego, CA 92121



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	NOVO A/S
		
	Signature:	 	 /s/ Jack B. Nielsen

		
	Print Name:	 	 Jack B. Nielsen

		
	Title:	 	 Partner



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	FRAZIER HEALTHCARE V, LP
	
	By FHM V, LP, its general partner
	By FHM V, LLC, its general partner
		
	By:		 /s/ James Topper

	James Topper, Authorized Representative


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	FRAZIER HEALTHCARE VII, L.P.
		
	By:		 /s/ James Topper

	James Topper, Authorized Representative


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	FRAZIER HEALTHCARE VII-A, L.P.
		
	By:		 /s/ James Topper

	James Topper, Authorized Representative


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	ALLOY VENTURES 2005, L.P.
		
	By		 Alloy Ventures 2005, LLC,
 its General
Partner

		
	By:		 /s/ Craig C. Taylor

		
	Name:		 Craig C. Taylor

		
	Title:		 Managing Member of Alloy Ventures
 2005, LLC,
the General Partner of Alloy
 Ventures 2005, L.P.



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Nicholas B. Lydon

	NICHOLAS LYDON


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Hamza Suria

	HAMZA SURIA


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Carol Gallagher

	CAROL GALLAGHER


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Stephen Turkowiak

	Steve Turkowiak


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Robert Hoffman

	Robert Hoffman


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	BMV DIRECT II LP
		
	Signature:		 /s/ Brian Wolfe

		
	Print Name:		 Brian Wolfe

		
	Title:		 Vice President



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	BIOTECHNOLOGY VALUE FUND, L.P.
	
	By: BVF Partners L.P., General Partner
	By: BVF, Inc. General Partner
		
	By:		 /s/ Mark Lampert

	Name:		 Mark Lampert

	Title:		 President

	
	BIOTECHNOLOGY VALUE FUND II, L.P.
	
	By: BVF Partners L.P., General Partner
	By: BVF, Inc. General Partner
		
	By:		 /s/ Mark Lampert

	Name:		 Mark Lampert

	Title:		 President

	
	INVESTMENT 10, L.L.C.
	
	By: BVF Partners L.P., Attorney-in-fact
	By: BVF, Inc. General Partner
		
	By:		 /s/ Mark Lampert

	Name:		 Mark Lampert

	Title:		 President

	
	MSI BVF SPV, L.L.C.
	
	By: BVF Partners L.P., Attorney-in-fact
	By: BVF, Inc. General Partner
		
	By:		 /s/ Mark Lampert

	Name:		 Mark Lampert

	Title:		 President



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	LONGWOOD VENTURES, L.P.
		
	Signature:		 /s/ Manfred Yu

		
	Print Name:		 Manfred Yu

		
	Title:		Chief Operation Officer of Longwood Capital Partners, LLC, its general partner


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	CORMORANT GLOBAL HEALTHCARE MASTER FUND, L.P.
		
	Signature:		 /s/ Bihua Chen

		
	Print Name:		 Bihua Chen

		
	Title:		 CEO/CIO



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	BIOBRIT LLC
		
	Signature:		 /s/ Daniel M. Bradbury

		
	Print Name:		 Daniel M. Bradbury

		
	Title:		 Managing Member



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	J. PAUL GETTY TRUST
		
	Signature:		 /s/ James M. Williams

		
	Print Name:		 James M. Williams

		
	Title:		 Chief Investment Officer + V.P.



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

	
	INVESTOR:
	
	 /s/ Marco Londei

	Marco Londei


  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 IN WITNESS WHEREOF, the
parties hereto have executed this FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the
first paragraph hereof. 
  

			
	INVESTOR:
	
	HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.
		
	Signature:		 /s/ Jean-Marc LeSieur

		
	Print Name:		 Jean-Marc LeSieur

		
	Title:		 Managing Director



  
 Signature Page to
Fourth Amended and Restated Investor Rights Agreement 








 EXHIBIT A 

INVESTORS 
  

	
	 NAME AND ADDRESS

	
	
	
	 AFOS, LLC
  

	
	 Alloy Ventures 2005, L.P.
  

	
	 Avalon Ventures VII, L.P.
  

	
	 CFO Connect, LLC
  

	
	 Rhonda Frank
  

	
	 Frazier Healthcare V, L.P.
  

	
	 Frazier Healthcare VII, L.P.
  

	
	 Frazier Healthcare VII-A, L.P.
  

	
	 Carol Gallagher
  

	
	 GC&H Investments, LLC
  

	
	 R. Scott Greer

 



  
 A-1 









	
	 NAME AND ADDRESS

	
	 Guise Management Corporation
  

	
	 Nick Lydon
 c/o Granite Biopharma LLC

 

	
	 John Macomber
  

	
	 Michael Neuberger
  

	
	 Novo A/S
  

	
	 Numenor Ventures, LLC
  

	
	 Michael O’Donnell
 c/o Wilson Sonsini
Goodrich & Rosati
  

	
	 Maria Grazia Roncarolo
  

	
	 Square 1 Bank
  

	
	 Mary Ann Stretch
 c/o Wilson Sonsini
Goodrich & Rosati
  

	
	 Hamza Suria

 



  
 A-2 









	
	 NAME AND ADDRESS

	
	 Geoff Tomlinson
  

	
	 WS Investment Company (2007A), LLC
  

	
	 WS Investment Company (2007C), LLC
  

	
	 BMV Direct II LP
  

	
	 BioBrit LLC
  

	
	 Marco Londei
  

	
	 Steve Turkowiak
  

	
	 Robert Hoffman
  

	
	 Biotechnology Value Fund, L.P.
  

	
	 Biotechnology Value Fund II, L.P.
  

	
	 Investment 10, L.L.C.
  

	
	 MSI BVP SPV, L.L.C.
  

	
	 J. Paul Getty Trust

 



  
 A-3 









	
	 NAME AND ADDRESS

	
	 HBM Healthcare Investments (Cayman) Ltd.
  

	
	 Longwood Ventures, LP
 c/o Longwood Capital
Partners, LLC

	
	
	
	 Cormorant Global Healthcare Master Fund, L.P.
  



  
 A-4