EX-4.2



 Exhibit 4.2 

VIROBAY, INC. 
 AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT 
 THIS AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT (the “Agreement’) is entered into as of the 18th day of May, 2010, by and among
VIROBAY, 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 B Preferred Stock
(the “Series B Stock”), pursuant to that certain Series B Preferred Stock Purchase Agreement (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 A Preferred Stock (the “Series A Stock”) (the Series B Stock and the Series A Stock, shall be referred to collectively as the “Preferred Stock”); 

WHEREAS, the Prior Investors and the Company are parties to an Investor Rights Agreement dated
August 10, 2006 (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 at least seventy
percent (70%) of the Registrable Securities then outstanding held by the Prior Investors 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released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated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. 








 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 that 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 2.10. 
 (d) “Initial
Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act. 

(e) “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. 

(f) “Registrable Securities” means (a) Common Stock of the Company issuable or issued upon conversion of
the Shares, (b) Common Stock of the Company issued upon the conversion of shares issued pursuant to the exercise of warrants held by the Investors and (c) any Common Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities
shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144, (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement
are not assigned or (iii) held by a Holder (together with its affiliates) if (A) as reflected on the Company’s list of stockholders, such Holder (together with its affiliates) holds less than 1% of the Company’s outstanding
Common Stock (treating all shares of Preferred Stock on an as-if-converted to Common Stock basis), (B) the Company has completed its Initial Offering and is subject to the provisions of the Exchange Act and (C) all shares of Common Stock
of the Company 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. 

(g) “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. 

(h) “Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 2.2, 2.3
and 2.4, 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 twenty-five thousand dollars ($25,000) 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). 

  
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 (i) “SEC” or “Commission” means the
Securities and Exchange Commission. 
 (j) “Securities Act” shall mean the Securities Act of 1933, as
amended. 
 (k) “Selling Expenses” shall mean all underwriting discounts and selling commissions applicable
to the sale. 
 (l) “Shares” shall mean the Company’s Preferred Stock held by the Investors and their
permitted assigns. 
 (m) “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, including 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. 
 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 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 corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with


  
 3. 








 
their interest in the limited liability company, (D) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder, or (E) a Holder
transferring to an entity affiliated by common control (or other related entity) with such Holder; provided however, 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 (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 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, 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 then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act 

  
 4. 








 
covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and
commissions, would exceed $10,000,000 (a “Qualified Public Offering”)), then the Company shall, within thirty (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 reasonably 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 a majority in interest of the 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 which 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 all
other securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. 

(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 third (3rd) anniversary of the date of this Agreement and (B) one hundred eighty
(180) days following the effective date of the registration statement pertaining to the Initial Offering; 
 (ii) after the
Company has effected two (2) 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 one hundred eighty (180) days following the
effective date of the registration statement pertaining to the Initial Offering; provided however, that the Company makes reasonable good faith efforts to cause such registration statement to become effective; 

  
 5. 








 (iv) if within thirty (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 ninety (90) days; 

(v) if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 2.2, a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, 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 ninety (90) days after receipt of the request of the Initiating Holders; provided however, that such right to delay a request shall be
exercised by the Company not more than once in any twelve (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 fifteen (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 fifteen (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 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 under 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 be included 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 underwriter determines 

  
 6. 








 
in good faith 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 thirty percent (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 that may be included by Holders without the written consent of Holders of not less than a majority 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 ten
(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
or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of thy 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 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall
be borne by the Company in accordance with Section 2.5. 
 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 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 (15) 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, or 

  
 7. 








 (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 one million dollars ($1,000,000), or 

(iii) if within thirty (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 ninety (90) days, other than pursuant to a Special Registration Statement provided that Holders were/are permitted to register
Registrable Securities pursuant to Section 2.3 without reduction by any underwriter thereof; 
 (iv) if the Company shall
furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously 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 ninety (90) days after receipt of
the request of the Holder or Holders under this Section 2.4; provided however, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, or 

(v) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two
(2) 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 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 or any registration under Section 2.3 or Section 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 forfeit their right to one requested registration pursuant to Section 2.2 or Section 2.4, as


  
 8. 








 
applicable, 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 the Holders shall not forfeit their rights pursuant to Section 2.2 or Section 2.4 to a demand 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 reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective
for up to one hundred twenty (120) 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 sixty (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 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 the Company may, in the absence of such delay or suspension
hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Company, its stockholders, a potentially significant
transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. No more than one (1) such Suspension Periods shall occur in any twelve (12) month period. 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 thirty (30) 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. If so directed by the Company, all Holders registering shares under such registration statement shall 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 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than
a registration statement on Form S-3. 
 (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. 

  
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 (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 however, 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 fonn and substance as is customarily
given to underwriters 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 Termination of Registration Rights. All registration rights granted under this Section 2 shall terminate and be of no further
force and effect five (5) years after the date of the Company’s Initial Offering. 
 2.8 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 

  
 10. 








 
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, due to the operation of subsection 2.2(b), 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. 

2.9 Indemnification. In the event any Registrable Securities are included m 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 2.9(a) 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 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 that 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, severally (and not jointly and severally) 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 

  
 11. 








 
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 2.9(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 2.9 exceed the net proceeds from the offering received by such
Holder. 
 (c) Promptly after receipt by an indemnified party under this Section 2.9 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 2.9, 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 expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.9, 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 2.9. 

(d) If the indemnification provided for in this Section 2.9 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 

  
 12. 








 
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 however, 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 2.9 shall survive completion of any offering of Registrable
Securities in a registration statement and the termination of this Agreement. 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. 

2.10 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, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least five hundred thousand (500,000) shares of Registrable Securities (as
adjusted for stock splits and combinations); or (d) is an entity affiliated by common control (or other related entity) with such Holder provided however, (i) the transferor shall, within ten (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. 
 2.11 Amendment of Registration Rights. Any provision of this Section 2 may be
amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with this Section 2.11 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2, Holders of Registrable Securities
hereby agree to be bound by the provisions hereunder. 
 2.12 Limitation on Subsequent Registration Rights. Other than as provided in
Section 5.10, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or
prospective holder of any securities of the Company that would grant such holder registration rights on a parity with or senior to those granted to the Holders hereunder, other than the right to a Special Registration Statement. 

  
 13. 








 2.13 “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) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act; provided however, that: 
 (i) such agreement
shall apply only to the Company’s Initial Offering; and 
 (ii) all officers and directors of the Company and holders of at
least one percent (1%) of the Company’s voting securities (on an as-if-converted to Common Stock basis) and the holders of 98% of the securities of the Company that have registration rights (whether or not pursuant to this Agreement) enter
into similar agreements. 
 2.14 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 2.13 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 ten (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 2.13 and this Section 2.14 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 the one hundred eighty (180) day period. Each
Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 2.15 Rule 144 Reporting. With a
view to making available to the Holders the benefits of certain rules and regulations of the SEC that 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; 

  
 14. 








 (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 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 SEC; 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. 
 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 United States generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), 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) The Company will furnish each holder (together with its affiliates) of at least 50% of the shares of Series B Stock it holds
immediately following the Initial Closing (as defined in the Purchase Agreement) pursuant to Section 1.4 of the Purchase Agreement (a “Major Investor”): (i) as soon as practicable after the end of each fiscal year
of the Company, but in any event within ninety (90) days after the end of each fiscal year of the Company, an unaudited income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the
end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) (except as noted therein
or as disclosed to the recipients thereof) (the “Financial Statements”), and (ii) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, the Financial
Statements as audited and certified by independent public accountants of nationally recognized standing selected by the Company. The Company will deliver to such Major Investor monthly and annual financial statements and an annual budget, as well as
any other information that the Major Investor may reasonably request. 
 (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, but in any event within 30 days, 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 Company for such period and for the current fiscal year to date, prepared in accordance with United States generally accepted accounting principles consistently applied (except as noted therein or as
disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. 

  
 15. 








 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 that the Board of
Directors determines in good faith is confidential or 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 it 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 affiliate, partner, subsidiary or parent of such Investor solely for the purpose of evaluating its investment in the Company as long as such affiliate, partner, subsidiary or parent is advised of the
confidentiality provisions of this Section 3.3; (ii) that was already in its possession at or before the time of initial disclosure hereunder free of any obligation of confidentiality owed to the Company; (iii) at such time as it
enters the public domain through no fault of such Investor; (iv) that is communicated to it free of any obligation of confidentiality; or (v) that is developed by the Investor or its agents independently of and without reference to any
proprietary or confidential information communicated by the Company. 
 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 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. 
 3.6 Assignment of
Right of First Refusal. 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 charter documents, by contract or otherwise, the Company shall, to the extent it may do so, 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 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 shares owned by
all Major Investors at the time of such proposed transfer. 
 3.7 Qualified Small Business. The Company will use its best efforts to
comply with the reporting and recordkeeping requirements of Section 1202 of the Internal Revenue Code of 1986, as amended (the “Code”), any regulations promulgated thereunder and any similar state laws and regulations,
and agrees not to repurchase any stock of the Company if such repurchase 

  
 16. 








 
would cause the Shares not to so qualify as “Qualified Small Business Stock.” The Company further covenants to submit to its stockholders and to state and federal taxation
authorities such form and filings as may be required to document such compliance, including the California Franchise Tax Board Form 3565, Small Business Stock Questionnaire, with its franchise or income tax return for the current income year. 

3.8 Directors’ Liability and Indemnification. The Company’s Amended and Restated Certificate of Incorporation and 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 contracts substantially in the form attached as EXHIBIT B hereto with each of its directors to indemnify such directors to the maximum
extent permissible under Delaware law. 
 3.9 Stock Vesting. Unless otherwise approved by a majority of the members of the Board of
Directors, including unanimous approval of the directors appointed by the holders of Preferred Stock all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service
providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the
company, and (b) seventy-five percent (75%) of such stock shall vest in equal increments monthly over the remaining three (3) years. With respect to any shares of stock purchased by any such person, the Company (and to the extent
permissible) its assignees shall have a repurchase option that shall provide that upon such person’s termination of employment or service with the Company, with or without cause, the Company or its assignee shall have the option to purchase at
cost any unvested shares of stock held by such person. Notwithstanding Section 5.5 or any other provision hereof, this Section 3.9 may be amended, modified or waived only with the prior written consent of the Major Investors as of the date
of such amendment, modification or waiver. 
 3.10 Operational Covenants. Unless otherwise approved by a majority of the members of
the Board of Directors (except with respect to (i) below, which shall additionally require unanimous approval of the directors elected by the Preferred Stock), the Company shall not: 

(a) accelerate the vesting of stock option; 

(b) amend any stock option grant; 

(c) incur any indebtedness or contract obligating the Company or any of its subsidiaries in an amount in excess of $50,000 or for a
duration greater than one (1) year; 
 (d) enter into any loans or guarantees; 

(e) adopt a Company budget; 

(f) enter into any transactions with affiliates of the Company; 

  
 17. 








 (g) adjust the compensation of any key management personnel; 

(h) appoint, terminate or remove the Chief Executive Officer of the Company, President, Chief Financial Officer, Treasurer or Vice
President of Finance; 
 (i) sell, transfer, license or dispose of any intellectual property of the Company; or 

(j) enter into or become subject to any agreement that restricts or purports to restrict the Company from engaging in the
Company’s business as currently conducted or proposed to be conducted. 
 3.11 Board Observation Rights. Abbott Laboratories
shall be entitled to board observer rights as set forth in the Amended and Restated Voting Agreement between the Company and the parties set forth on Exhibit A thereto, dated the date hereof 

3.12 Termination of Covenants. All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of
Section 3.3 shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to the Initial Offering ,that results in the Preferred Stock being converted into Common Stock
or (ii) upon an “Asset Transfer” or “Acquisition”, each as defined in Section 3(d) of the Company’s Amended and Restated Certificate of Incorporation as in effect as of the date hereof
(a “Change of Control”). 
 3.13 Certain Covenants Relating to SBA Matters. 

(a) Use of Proceeds. The proceeds from the issuance and sale of the Series B Stock pursuant to the Purchase Agreement (the
“Proceeds”) shall be used by the Company for its growth, modernization or expansion. The Company shall provide each Investor which is a licensed Small Business Investment Company (an “SBIC Investor”)
and the Small Business Administration (the “SBA”) reasonable access to the Company’s books and records for the purpose of confirming the use of Proceeds. 

(b) Business Activity. For a period of one year following the initial Closing under the Purchase Agreement the Company shall not change
the nature of its business activity if such change would render the Company ineligible as provided in 13 C.P.R. Section 107.720. 
 (c)
Compliance. So long as any SBIC Investor holds any securities of the Company, the Company will at all times comply with the non-discrimination requirements of 13 C.P.R. Parts 112, 113 and 117. 

(d) Information for SBIC Investor. Within forty five (45) days after the end of each fiscal year and at such other times as an
SBIC Investor may reasonably request, the Company shall deliver to such SBIC Investor a written assessment, in form and substance satisfactory to such SBIC Investor, of the economic impact of such SBIC Investor’s financing specifying the
full-time equivalent jobs created or retained in connection with such investment, and the impact of the financing on the Company’s business in terms of profits and on taxes paid by the Company and its employees. Upon request, the Company agrees
to promptly provide 

  
 18. 








 
each SBIC Investor with sufficient information to permit such Investor to comply with their obligations under the Small Business Investment Act of 1958, as amended, and the regulations
promulgated thereunder and related thereto; provided however, each SBIC Investor agrees that it will protect any information which the Company labels as confidential to the extent permitted by law. Any submission of any financial information
under this Section shall include a certificate of the Company’s president, chief executive officer, treasurer or chief financial officer. 

(e) Number of Holders of Voting Securities. So long as any SBIC Investor holds any securities purchased pursuant to the Purchase
Agreement or issued by the Company with respect thereto, the Company shall notify each SBIC Investor (i) at least fifteen (15) days prior to taking any action after which the number of record holders of the Company’s voting securities
would be increased from fewer than fifty (50) to fifty (50) or more, and (ii) of any other action or occurrence after which the number of record holders of the Company’s voting securities was increased (or would increase) from
fewer than fifty (50) to fifty (50) or more, as soon as practicable after the Company becomes aware that such other action or occurrence has occurred or is proposed to occur. 

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 additional 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. 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) that such 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) 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 fifteen (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 

  
 19. 








 
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 (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. If the Major Investors fail to exercise in full the rights of first refusal, the
Company shall have until ninety (90) days after the notice provided pursuant to Section 4.2 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. If the Company has not sold such Equity Securities within ninety (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 thirty (30) days after the issuance of Equity Securities. Such notice shall describe the type, price and terms of the Equity Securities. Each Major Investor
shall have twenty (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. The closing of such sale shall occur within sixty (60) days of the date of notice to the Major Investors. 

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 (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) a Change in Control. The rights of first refusal established by this Section 4
may be amended, or any provision waived with the written consent of Major Investors holding a majority of the Registrable Securities held by all Major Investors, or as permitted by Section 5.5. 

4.6 Transfer of Rights of First Refusal. The rights of first refusal of each Major Investor under this Section 4 may be
transferred to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.10. 
 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 and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such
options, warrants or other rights 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 of Directors, in each case where the primary purpose was not to raise additional equity capital; 

(b) stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the
date of this Agreement; and stock 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 complied with 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; 

  
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 (c) any Equity Securities issued for consideration other than cash pursuant to a merger,
consolidation, strategic alliance, acquisition or similar business combination; 
 (d) shares of Common Stock issued in connection
with any stock split, stock dividend or recapitalization by the Company; 
 (e) shares of Common Stock issued upon conversion of
shares of the Company’s Preferred Stock; 
 (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; and 
 (g)
any equity securities issued in connection with strategic transactions involving the Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or
development arrangements; provided however, that the issuance of shares pursuant to (i) or (ii) above therein has been approved by the directors of the Company elected by the Preferred and that such transaction is not primarily for
equity financing purposes. 
 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. The parties agree that any action brought by any 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 exclusive jurisdiction and exclusive venue of, any state or federal court located in the county in which the
Company’s primary office is located. 
 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 and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties,
covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.


  
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 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 and Waiver. 

(a) Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of the Company and
the holders of at least seventy percent (70%) of the Registrable Securities then outstanding. 
 (b) Except as otherwise
expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be waived only with the written consent of the holders of at least seventy percent (70%) of the Registrable Securities then outstanding.

 (c) 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. 
 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 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 (5) days after having been
sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) 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 or Exhibit A or at such other address or electronic mail address as such party may designate by ten (10) days advance written notice to
the other parties. 
 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. 

  
 22. 








 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 additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement
by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder. Notwithstanding anything to the contrary
contained herein, if the Company shall issue Equity Securities in accordance with Section 4.7 (f) or (g) 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 an “Investor,” a “Holder” and a party hereunder. 

5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. 
 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. 

  
 23. 








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

  

	
	COMPANY:
	
	VIROBAY, INC.
	
	 /s/ Robert Booth

	Robert Booth Ph.D.
	Chief Executive Officer

  

	
	INVESTORS:
	
	ABBOTT LABORATORIES
	
	  

	By:
	Title:



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

	
	COMPANY:
	
	VIROBAY, INC.
	
	  

	Robert Booth Ph.D.
	Chief Executive Officer

  

			
	INVESTORS:
	
	ABBOTT LABORATORIES
	
	 /s/ James L. Tyres

	By:	 	James L. Tyres
	Title:	 	Authorized Representative



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	ACP IV, L.P.
	By:	 	ACMPIV, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Daniel S. Janney

		 	Director



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	TPG BIOTECHNOLOGY PARTNERS II, L.P.
	By:	 	TPG Biotechnology Genpar II, L.P.
	By:	 	TPG Biotech Advisors II, LLC
	
	 /s/ Jeffery D. Ekberg

	By:	 	Jeffery D. Ekberg
	Title:	 	Vice President



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	SUTTER HILL VENTURES, A CALIFORNIA LIMITED PARTNERSHIP
		
	BY:	 	 /s/ Jeffrey W. Bird

		 	
		
	NAME:	 	 Jeffrey W. Bird

		 	Managing Director of the
		 	General Partner



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	G. LEONARD BAKER, JR. AND MARY ANNE BAKER, CO-TRUSTEES OF THE BAKER REVOCABLE TRUST U/A/D 2/3/03
		
	BY:	 	 /s/ G. Leonard Baker

		 	G. Leonard Baker, Trustee
	
	SAUNDERS HOLDINGS, L.P.
		
	BY:	 	 /s/ G. Leonard Baker

		 	G. Leonard Baker, Jr., General Partner



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	TENCH COXE AND SIMONE OTUS COXE, CO-TRUSTEES OF THE COXE REVOCABLE TRUST U/A/D 4/23/98
		
	BY:	 	 /s/ Robert Yin

		 	Tench Coxe, Trustee


  

	
	By Robert Yin
	Under Power of Attorney


  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	TALLACK PARTNERS, L.P.
		
	BY:	 	 /s/ Robert Yin

		 	James C. Gaither, General Partner
	
	JAMES C. GAITHER, TRUSTEE OF THE GAITHER REVOCABLE TRUST U/A/D 9/28/00
		
	BY:	 	 /s/ Robert Yin

		 	James C. Gaither, Trustee


  

	
	By Robert Yin
	Under Power of Attorney


  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	JAMES N.WHITE AND PATRICIA A. O’BRIEN AS TRUSTEES OF THE WHITE
FAMILY TRUST U/A/D 4/3/97
		
	BY:	 	 /s/ Robert Yin

		 	James N. White, Trustee


  

	
	By Robert Yin
	Under Power of Attorney


  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	JEFFREY W. BIRD AND CHRISTINA R. BIRD AS TRUSTEES OF JEFFREY W. AND
CHRISTINA R. BIRD TRUST AGREEMENT DATED 10/31/00
		
	BY:	 	 /s/ Jeffrey W. Bird

		 	Jeffrey W. Bird, Trustee



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	GREGORY P. SANDS AND SARAH J.D. SANDS AS TRUSTEES OF GREGORY P. AND SARAH J.D. SANDS TRUST AGREEMENT DATED 2/24/99
		
	BY:	 	 /s/ Robert Yin

		 	Gregory P. Sands, Trustee


  

	
	By Robert Yin
	Under Power of Attorney


  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









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

  

			
	 WELLS FARGO BANK, N.A. FBO

SHV PROFIT SHARING PLAN FBO

DIANE J. NAAR

		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	PATRICIA TOM (POST)
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	ROBERT YIN
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	WILLIAM H. YOUNGER, JR.
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









 
			
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	DAVID E. SWEET (ROLLOVER)
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	LYNNE B. GRAW
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	ANDREW T. SHEEHAN (ROLLOVER)
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	YU-YING CHEN
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO
	
	WELLS FARGO BANK, N.A. FBO
	SHV PROFIT SHARING PLAN FBO
	DAVID L. ANDERSON
		
	BY:	 	 /s/ Vicki M. Bandel

		 	Vicki M. Bandel, AVP & TO



  

[SIGNATURE PAGE TO THE VIROBAY, INC. 

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT)









 EXHIBIT A 

SCHEDULE OF INVESTORS 

 


 ABBOTT LABORATORIES 

ACP IV, L.P. 
 TPG BIOTECHNOLOGY
PARTNERS II, L.P. 
 SUTTER HILL VENTURES, 

A CALIFORNIA LIMITED 

PARTNERSHIP 
 G. LEONARD
BAKER, JR. AND 
 MARY ANNE BAKER, 

CO-TRUSTEES OF THE BAKER 

REVOCABLE TRUST U/A/D 2/3/03 

SAUNDERS HOLDINGS, L.P. 

TENCH COXE AND 

SIMONE OTUS COXE, 

CO-TRUSTEES OF THE COXE 

REVOCABLE TRUST U/A/D 4/23/98 

TALLACK PARTNERS, L.P. 

JAMES C. GAITHER, TRUSTEE OF 

THE GAITHER REVOCABLE TRUST 

U/A/D 9/28/00 
 JAMES N.
WHITE AND PATRICIA A. 
 O’BRIEN AS TRUSTEES
OF THE 
 WHITE FAMILY TRUST U/A/D 4/3/97 

JEFFREY W. BIRD AND CHRISTINA 

R. BIRD AS TRUSTEES OF JEFFREY 

W. AND CHRISTINA R BIRD TRUST 

AGREEMENT DATED 10/31/00 

GREGORY P. SANDS AND SARAH J.D. 

SANDS AS TRUSTEES OF GREGORY P. 

AND SARAH J.D. SANDS TRUST 

AGREEMENT DATED 2/24/99



 WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

DIANE J. NAAR 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

PATRICIA TOM (POST) 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

ROBERT YIN 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

WILLIAM H. YOUNGER, JR. 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

DAVID E. SWEET (ROLLOVER) 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

LYNNE B. GRAW 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

ANDREW T. SHEEHAN (ROLLOVER) 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

YU-YING CHEN 

WELLS FARGO BANK, N.A. FBO 

SHV PROFIT SHARING PLAN FBO 

DAVID L. ANDERSON


 








 EXHIBIT B 

FORM OF INDEMNITY AGREEMENT