EX-4.2





 Exhibit 4.2 

EXECUTION VERSION 

POSEIDA THERAPEUTICS, INC. 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 24th day of June, 2020, by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the persons
and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and each of the persons and entities listed on Schedule B hereto (each, a “Key
Holder” and collectively the “Key Holders”). 
 RECITALS 

WHEREAS, concurrently with the execution of this Agreement, certain of the Investors are purchasing
shares of the Company’s Series D Preferred Stock, $0.0001 par value per share (the “Series D Preferred”), pursuant to that certain Series D Preferred Stock Purchase Agreement (as may be amended from time to
time, the “Purchase Agreement”) of even date herewith (capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement); 

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, $0.0001 par value per share (the “Series A Preferred”), Series A-1 Preferred Stock, $0.0001 par value per share (the
“Series A-1 Preferred”), Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred”), and Series C Preferred Stock, $0.0001 par value per
share (the “Series C Preferred” and together with the Series A Preferred, the Series A-1 Preferred, the Series B Preferred and the Series D Preferred, the “Preferred
Stock”); 
 WHEREAS, the Key Holders and the Prior Investors are parties to that
certain Amended and Restated Investors’ Rights Agreement dated as of March 19, 2019, by and among the Company, the Key Holders and the Prior Investors (the “Prior Agreement”); 

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

WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce certain of the
Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to
the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement. 

NOW, THEREFORE, in consideration of the foregoing premises and for certain other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

  
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 1.    Definitions. For purposes of this Agreement: 

1.1    “Affiliate” means, with respect to any specified Person, any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, member, officer or director of such Person or any venture capital fund or other investment fund
now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or investment adviser with, such Person. 

1.2    “Board of Directors” means the Company’s Board of Directors, as constituted from time
to time. 
 1.3    “Common Stock” means shares of the Company’s common stock, par value
$0.0001 per share. 
 1.4    “Damages” means any loss, damage, claim or liability (joint or
several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party
(or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 

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

1.6    “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 1.7    “Excluded Registration” means (i) a
registration relating to the sale of securities to employees, directors or other service providers of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145
transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.8    “Fidelity” means Fidelity Management & Research Company and any successor or
affiliated registered investment advisor. 
 1.9    “Fidelity Investors” means any Investors
advised or subadvised by Fidelity. 

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

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

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

 1.14    “Holder” means any holder of Registrable Securities who is a party to this
Agreement. 
 1.15    “Immediate Family Member” means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, or any
life partner or other member of the same household covered under the applicable domestic relations statute, of a natural person referred to herein. 

1.16    “Initiating Holders” means, collectively, Holders who properly initiate a registration
request under this Agreement. 
 1.17    “IPO” means the Company’s first underwritten
public offering of its Common Stock under the Securities Act. 
 1.18    “Key Employee” means
any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Owned Intellectual Property or
Company Licensed Intellectual Property (as each such term is defined in the Purchase Agreement). 

1.19    “Key Holder Registrable Securities” means (i) 12,590,101 shares of Common Stock held by
the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement
of such shares. 
 1.20    “Major Investor” means any Investor that, individually or together
with such Investor’s Affiliates, holds at least 1,500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof); provided,
that, notwithstanding the foregoing, Twin Prime Investments LLC shall be a Major Investor. 

  
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 1.21    “New Securities” means, collectively,
equity securities of the Company, whether or not currently authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or
exercisable for such securities. 
 1.22    “Person” means any individual, corporation,
partnership, trust, limited liability company, association or other entity. 
 1.23    “Qualified
IPO” shall have the meaning ascribed to it in the Restated Certificate. 
 1.24    “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon
conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof and prior to a Qualified IPO; (iii) any Common Stock owned by the Investors as of the date hereof;
(iv) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable Securities and the Key Holders shall not be deemed Holders for the purposes of Subsections 2.1,
2.10, 3.1, 3.2, 4.1 and 6.6; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above; excluding, in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable
rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to
Subsection 2.13 of this Agreement. 
 1.25    “Registrable Securities then
outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to
then exercisable and/or convertible securities that are Registrable Securities. 
 1.26    “Restated
Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as may be further amended and/or restated from time to time. 

1.27    “Restricted Securities” means the securities of the Company required to be notated with
the legend set forth in Subsection 2.12(b). 
 1.28    “SEC” means
the U.S. Securities and Exchange Commission. 
 1.29    “SEC Rule 144” means Rule 144
promulgated by the SEC under the Securities Act. 
 1.30    “SEC Rule 145” means Rule 145
promulgated by the SEC under the Securities Act. 

  
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 1.31    “Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 1.32    “Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of
the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6. 

1.33    “Series Preferred Director” means any director of the Company that the
holders of record of the Preferred Stock are entitled to elect pursuant to the Restated Certificate. 

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

2.1    Demand Registration. 

(a)    Form S-1 Demand. If at any time after the earlier of (i) three
(3) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the Qualified IPO, the Company receives a request from Holders of a majority of the
Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to Registrable Securities of such Holders having an anticipated aggregate offering price, net
of Selling Expenses, of at least $10,000,000, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating
Holders; and (y) use its commercially reasonable efforts to file within sixty (60) days after the date such request is given by the Initiating Holders a Form S-1 registration statement under the
Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice
given by each such Holder to the Company within thirty (30) days of the date the Demand Notice is given, and, in each case, subject to the limitations of Subsections 2.1(c) and 2.3. 

(b)    Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $2,000,000, then the Company shall
(i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date
such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other
Holders, as specified by notice given by each such Holder to the Company within thirty (30) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and
2.3. 
 (c)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a
registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of 

  
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Directors, it would be materially detrimental to the Company and its stockholders for such registration statement to either be filed or become effective or remain effective for as long as such
registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company;
(ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange
Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty
(120) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12)-month period; and provided, further, that the Company
shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120)-day period other than (x) a registration relating to the sale of securities to
employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (y) a registration on any form that does not include substantially the same information as would be required to be included in a registration
statement covering the sale of the Registrable Securities; or (z) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

(d)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
Subsection 2.1(a) (i) during the period beginning with the submission or filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a registration statement under the
Securities Act pertaining to the Qualified IPO, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected
two (2) registrations pursuant to Subsection 2.1(a); (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form
S-3 pursuant to a request made pursuant to Subsection 2.1(b); or (iv) if within thirty (30) days of receipt of the request from the Initiating Holders, the Company gives
notice to the Holders of Registrable Securities of the Company’s intention to submit or file a registration statement for a public offering within one hundred twenty (120) days. The Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of submission or filing of, and ending on a
date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;
or (ii) if the Company has effected two (2) registrations pursuant to Subsection 2.1(b) within the twelve (12)-month period immediately preceding the date of such request. A registration shall not be counted as
“effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such
registration, elect not to pay the registration expenses therefor, and forfeit their right to one (1) demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall
be counted as “effected” for purposes of this Subsection 2.1(d). 

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

2.3    Underwriting Requirements. 

(a)    If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the
Demand Notice. The underwriter(s) will be selected by the Company and reasonably acceptable to a majority in interest of the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to
include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with
the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter shall have advised the Initiating Holders in writing that marketing factors require
a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be
included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other
proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting. 
 (b)    In connection with any offering involving an
underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders
accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their reasonable discretion determine will not jeopardize the success of the offering by the Company.
If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable
discretion determine is compatible with the success of the offering, then the Company 

  
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shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their reasonable discretion determine
will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such
offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling
Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded
from the offering, (ii) the number of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total number of securities included in such offering, unless such offering is the Qualified IPO, in which
case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering, or (iii) notwithstanding clause (ii) above, any
Registrable Securities which are not Key Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from such offering. For purposes of the provision in this
Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of
such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

(c)    For purposes of Subsection 2.1, a registration shall not be counted as
“effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested
to be included in such registration statement are actually included. 
 2.4    Obligations of the Company.
Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 

(a)    prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period
of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty
(120)-day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any
securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to
compliance with applicable SEC rules, such one hundred twenty (120)-day period shall be extended for up to one hundred eighty (180) days, if necessary, to keep the registration statement effective until
all such Registrable Securities are sold; 

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

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

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

(e)    in the event of any underwritten public offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the underwriter(s) of such offering; 
 (f)    use its commercially
reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities
issued by the Company are then listed; 
 (g)    provide a transfer agent and registrar for all Registrable Securities
registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; 

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

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

  
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 (j)    after such registration statement becomes effective, notify each
selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. 
 In addition, the
Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s
directors may implement a trading program under Rule 10b5-1 of the Exchange Act. 

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

2.6    Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with
registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; and fees and disbursements of counsel for the Company; and the
reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for
any expenses of any registration proceeding commenced pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be
registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; and provided, further, that if, at the time of such withdrawal, the Holders shall have
learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request, and have withdrawn the request with reasonable promptness after learning of such information,
then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered
pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

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

2.8    Indemnification. If any Registrable Securities are included in a registration statement under this
Sections 2: 
 (a)    To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel, accountants and investment advisers for each such Holder; any 

  
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underwriter (as defined in the Securities Act) for each such Holder, and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act,
against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or
proceeding from which Damages may result, as such expenses are incurred; and provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of
any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable for any Damages to the extent that they arise
out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in
connection with such registration. 
 (b)    To the extent permitted by law, each selling Holder, severally and not
jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel
and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each
case, only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with
such registration, and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which
Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or
proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that in no event shall the aggregate amounts payable by any
Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful
misconduct by such Holder. 
 (c)    Promptly after receipt by an indemnified party under this
Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof, provided that failure so to notify such indemnifying party shall not relieve
the indemnifying party from any liability which the indemnifying party may have on account of this indemnity or otherwise. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so
desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together
with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified
party by the 

  
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counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in
such action or there are one or more legal defenses available to one party which are materially different from or in addition to those available to any other party. 

(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which
either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8
provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in
each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each
of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material
fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement,
and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and
provided, further, that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to
Subsection 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(e)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public
offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and
otherwise shall survive the termination of this Agreement. 
 2.9    Reports Under Exchange Act. With a view to
making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: 
 (a)    make and keep available adequate current public
information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

  
 12. 













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

(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to
the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the
IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form
S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any
such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies
to use such form). 
 2.10    Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that
(i) would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the
extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration of any securities held
by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9. 

2.11    “Market Stand-off”
Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on the date specified by the
Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be required to accommodate applicable regulatory restrictions), (i) lend, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for the IPO, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or
otherwise. The foregoing provisions of this Subsection 2.11 shall (1) apply only to the IPO, (2) not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (3) not
apply to the sale of shares of Common Stock acquired in the IPO or in the open market following the IPO, (4) not apply to the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the
Holder, provided that the trustee of the trust agrees to be bound in 

  
 13. 













 
writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and (5) be applicable to the Holders only
if all officers, directors and all stockholders individually owning one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) are subject to the
same restrictions. The underwriters in connection with the IPO are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Subsection 2.11 or
that are necessary to give further effect thereto. In the event that the Company or the managing underwriter waives or terminates any of the restrictions contained in this Subsection 2.11 or in a
lock-up agreement with respect to the securities of any Holder, officer, director or one-percent or greater stockholder of the Company (in any such case, the
“Released Securities”), the restrictions contained in this Subsection 2.11 and in any lock-up agreements executed by the Investors shall be waived or terminated, as applicable,
to the same extent and with respect to the same percentage of securities of each Investor as the percentage of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or one-percent or greater stockholder. 
 2.12    Restrictions on Transfer. 

(a)    The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the
Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure
compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding the foregoing and subject to Subsection 6.1, the Company shall not require any transferee of shares pursuant to an effective registration statement
or, following the IPO, SEC Rule 144 to be bound by the terms of this Agreement. 
 (b)    Each certificate, instrument,
or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock
dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: 

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

  
 14. 













 THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to
the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. 

(c)    The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects
with the provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed
transaction or, following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the
manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall,
and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter
from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other
evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted
Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter
(x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that, other than in connection
with a transaction in compliance with SEC Rule 144 following the IPO, and subject to Subsection 6.1, each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument,
or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144 or pursuant to an effective registration statement, the appropriate restrictive legend
set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not
required in order to establish compliance with any provisions of the Securities Act. 
 2.13    Termination of
Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earlier to occur of: 

(a)    the closing of a Deemed Liquidation Event (as defined in the Restated Certificate); and 

  
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 (b)    the fifth
(5th) anniversary of the Qualified IPO. 
 3.    Information
Rights. 
 3.1    Delivery of Financial Statements and Other Information. The Company shall deliver to
each Major Investor: 
 (a)    as soon as practicable, but in any event within one hundred twenty (120) days after
the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and
(y) the comparable amounts for the prior year and as included in the Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the
sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of regionally recognized
standing selected by the Company; 
 (b)    as soon as practicable, but in any event within thirty (30) days after
the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end
of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto
that may be required in accordance with GAAP); 
 (c)    as soon as practicable, but in any event within thirty
(30) days after the end of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock
outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of
shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Investors to calculate their respective percentage equity ownership in the Company, and certified by the
chief financial officer or chief executive officer of the Company as being true, complete, and correct; 
 (d)    as
soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of
the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that
may be required in accordance with GAAP); 
 (e)    as soon as practicable, but in any event thirty (30) days
before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow for
such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; 

  
 16. 













 (f)    as soon as practicable following their provision to the Board of
Directors, as applicable, copies of any forecasts or updates thereto provided to management and/or the Board of Directors (provided, however, that the information in this clause (f) shall only be provided to Malin Life Sciences
Holdings Limited (together with its Affiliates, “Malin”), Novartis Pharma AG (together with its Affiliates, “Novartis”) and the Fidelity Investors); and 

(g)    as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the
Company, an update on headcount by department and geographic location (provided, however, that the information in this clause (g) shall only be provided to Malin, Novartis and the Fidelity Investors). 

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

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

3.2    Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit
and inspect the Company’s properties, examine its books of account and records, and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the
Investor; provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or
confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company; provided, that, the Company acknowledges and agrees that the confidentiality provisions of Subsection 3.4
hereof shall satisfy such requirement so long as the applicable Major Investor remains bound thereby) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3    Termination of Information Rights. The covenants set forth in Subsection 3.1 and
Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of
Sections 12(g) or 15(d) of the Exchange Act, or (iii) upon the consummation of a Deemed Liquidation Event, whichever event occurs first. 

3.4    Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose,
divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a
registration 

  
 17. 













 
statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4
by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a
breach known by the Investor of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants,
and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective
purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary
course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law,
provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

4.    Rights to Future Stock Issuances. 

4.1    Right of First Offer. Subject to the terms and conditions of this Subsection 4.1
and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby
granted to such Major Investor in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial
ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such
Affiliate or Investor Beneficial Owner (x) is not a competitor or FOIA Party (provided, that the parties hereto acknowledge and agree that Novartis is not a competitor), unless such party’s purchase of New Securities is otherwise
consented to by the Board of Directors and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the
Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any competitor or FOIA Party shall not be entitled to any rights as an Investor under Subsections 3.1 or
3.2 hereof; and provided, further that the parties hereto acknowledge and agree that Novartis is not a competitor). 

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

(b)    By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor
may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all
shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major 

  
 18. 













 
Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the
expiration of such twenty (20)-day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising
Investor”) of any other Major Investor’s failure to do likewise. During the ten (10)-day period commencing after the Company has given such notice, each Fully Exercising Investor may, by
giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the
Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such
Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully
Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given
and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c)    If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90)-day period
following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more
favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the
execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1. 

(d)    The right of first offer in this Subsection 4.1 shall not be applicable to
(i) Exempted Securities (as defined in the Restated Certificate), (ii) shares of Common Stock issued in the IPO and (iii) the issuance of shares of Series D Preferred pursuant to the Purchase Agreement. 

4.2    Termination. The covenants set forth in Subsection 4.1 shall terminate and be of
no further force or effect (i) immediately before the consummation of the IPO or (ii) upon the consummation of a Deemed Liquidation Event, whichever event occurs first. 

5.    Additional Covenants. 

5.1    Insurance. The Company shall use its commercially reasonable efforts to maintain, from financially sound and
reputable insurers, Directors and Officers liability insurance and term “key person” insurance on Eric Ostertag, each in an amount and on terms and conditions satisfactory to the Board of Directors, until such time as the Board of
Directors determines that such insurance should be discontinued. The “key person” policy shall name the Company as loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board of Directors
(including at least one (1) Series Preferred Director). Eric Ostertag has represented to the Company that, to the extent Mr. Ostertag is named under such “key 

  
 19. 













 
person” policy, Mr. Ostertag will execute and deliver to the Company, as reasonably requested, a written notice and consent form with respect to such policy. Notwithstanding any other
provision of this Section 5.1 to the contrary, for so long as a Series Preferred Director is serving on the Board of Directors, the Company shall not cease to maintain a Directors and Officers liability insurance policy in
an amount of at least $2,000,000, or such other amount as agreed to by the Board of Directors (including at least one (1) Series Preferred Director), and the Company shall annually, within one hundred twenty (120) days after the end of
each fiscal year of the Company, deliver to the Series Preferred Directors a certification that such a Directors and Officers liability insurance policy remains in effect. 

5.2    Employee Agreements. The Company will cause each person now or hereafter employed by it or by any
subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement. In addition, the
Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board of Directors.

 5.3    Employee Stock. Unless otherwise approved by the Board of Directors or a duly authorized
committee thereof, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or
option agreements, as applicable, providing for vesting of shares as determined by the Board of Directors or a duly authorized committee thereof. 

5.4    Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the
Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the non-employee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors or other activities, including, but not limited to
meetings and conferences, each as required or requested by the Company. 
 5.5    Successor Indemnification. If
the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be
made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are
contained in the Company’s Bylaws, the Restated Certificate, or elsewhere, as the case may be. 

5.6    Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors
nominated to serve on the Board of Directors by the Investors (each, a “Designated Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and
certain of their Affiliates (collectively, the “Other Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Designated Director are primary
and any obligation 

  
 20. 













 
of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Designated Director are secondary); (b) that the Company
shall be required to advance the full amount of expenses incurred by such Designated Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Designated
Director to the extent legally permitted and as required by the Restated Certificate or the Bylaws of the Company (or any agreement between the Company and such Designated Director), without regard to any rights such Designated Director may have
against the Other Indemnitors; and (c) that the Company irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in
respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of any Designated Director with respect to any claim for which such Designated Director has sought indemnification from the Company
shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Designated Director against the Company. 

5.7    Right to Conduct Activities. The Company hereby agrees and acknowledges that Malin, Longitude
Venture Partners III, L.P. (together with its Affiliates, “Longitude”), Vivo Capital Fund VIII, L.P. (together with its Affiliates, “Vivo”), Boxer Capital, LLC (together with its Affiliates,
“Boxer”), Novartis, Aisling Capital IV, LP (together with its Affiliates, “Aisling”), Schonfeld Strategic 460 Fund LLC (together with its Affiliates, “Schonfeld”) and the
Fidelity Investors each invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the
extent permitted under applicable law, none of Malin, Longitude, Vivo, Boxer, Novartis, Aisling, Schonfeld and each Fidelity Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by Malin,
Longitude, Vivo, Boxer, Novartis, Aisling, Schonfeld or any Fidelity Investor, as applicable, in any entity competitive with the Company or (ii) actions taken by any partner, shareholder, director, officer or other representative of Malin,
Longitude, Vivo, Boxer, Novartis, Aisling, Schonfeld or any Fidelity Investor, as applicable, to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or
otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the
Company’s confidential information obtained pursuant to this Agreement, or (y) any director of the Company from any liability associated with his or her fiduciary duties to the Company. 

5.8    Foreign Corrupt Practices Act. The Company shall not, and shall not permit any of its Affiliates or any of
its or their respective directors, officers, managers, members or employees, in each case with respect to the Company’s business, to, (a) give, agree, offer or promise to give any illegal gift, contribution, payment, bribe, kickback or
anything of value to any supplier, customer, governmental official or employee, political party, candidate for public office or other Person or entity who was, is or may be in a position to help or hinder the Company or make or agree to make an
illegal contribution, or reimburse any illegal political gift or contribution made by any other person or entity, to any candidate for federal, state, local or foreign public office or political party, or (b) establish or maintain any
unrecorded fund or asset or made any false, incomplete or misleading entries on any books or records for any purpose, in each case, in violation of the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption laws in any applicable
jurisdiction. 

  
 21. 













 5.9    Termination of Covenants. The covenants set forth in this
Section 5, except for Subsections 5.5, 5.6, 5.7 and 5.8 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) upon the
consummation of a Deemed Liquidation Event, whichever event occurs first. 
 6.    Miscellaneous. 

6.1    Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and permitted assignees of the parties. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an
Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or a trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 250,000
Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) other than a competitor of the Company (provided, that the parties hereto acknowledge and agree that
Novartis is not a competitor of the Company); provided, however, that (x) the Company, within a reasonable time after such transfer, is furnished with written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of
determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a
trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; and provided, further, that all transferees who would not qualify
individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this
Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein. 
 6.2    Governing Law. This Agreement shall be
governed by the internal law of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within the State of Delaware, without regard to principles thereof regarding conflict of laws. 

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

  
 22. 













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

6.5    Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and
if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one
(1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications
shall be sent to the Investors at their addresses as set forth on Schedule A hereto, or to such e-mail address, facsimile number, or address as subsequently modified by written notice given in
accordance with this Subsection 6.5. 
 If notice is given to the Company, it shall be sent to: 

Poseida Therapeutics, Inc. 

9390 Towne Centre Drive, Suite 200 

San Diego, California 92121 

Attention: Eric Ostertag, Chief Executive Officer 

and a copy (which shall not constitute notice) shall also be sent to: 

Cooley LLP 

One Freedom Square, Reston Town Center 

11951 Freedom Drive 

Reston, Virginia 20190-5656 

Attention: Kenneth Krisko, Esq. 

Facsimile: (703) 456-8100 

E-mail: kkrisko@cooley.com 

If notice is given to Novartis, a copy shall also be sent to: 

Arnold & Porter 

250 West 55th Street 

New York, NY 10019-9710 

Attention: Derek Stoldt, Esq. 

E-mail: derek.stoldt@arnoldporter.com 

If notice is given to Longitude, a copy shall also be sent to: 

Latham & Watkins LLP 

140 Scott Drive 

Menlo Park, CA 94025 

Attention: Brian J. Cuneo, Esq. 

Facsimile: (650) 463 2600 

E-mail: brian.cuneo@lw.com 

If notice is given to Malin, a copy shall also be sent to: 

DLA Piper LLP (US) 

  
 23. 













 51 John F. Kennedy Parkway, Suite 120 

Short Hills, New Jersey 07078 

Attention: Andrew P. Gilbert, Esq. 

E-mail: andrew.gilbert@dlapiper.com 

If notice is given to the Fidelity Investors, a copy shall also be sent to: 

Greenberg Traurig, LLP 

One International Place, Suite 2000 

Boston, MA 02110 

Attention: Bradley A. Jacobson, Esq. 

E-mail: jacobsonb@gtlaw.com 

6.6    Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and Investors holding at least sixty percent (60%) of the Registrable Securities that are
held by all of the Investors; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed
assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided, further, that any provision hereof may be waived by any waiving party on such party’s own behalf,
without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor,
unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to
all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction). Further, this Agreement may not be
amended, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the
Investors hereunder, without also the written consent of the holders of a majority of the Registrable Securities held by the Key Holders. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party
hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of
whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term,
condition, or provision. 
 6.7    Severability. In case any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision
shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

  
 24 













 6.8    Aggregation of Stock. All shares of Registrable
Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they
deem appropriate. 
 6.9    Entire Agreement. This Agreement (including any Schedules and Exhibits hereto)
constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled. To the extent that a party hereto is also party to that certain Stockholder Agreement, dated as of February 10, 2015, by and among the Company, Transposagen Biopharmaceuticals, Inc. and the stockholders party thereto (the
“February Stockholder Agreement”), each such party agrees that the terms set forth herein shall govern in the event of any conflict between such terms and the terms of the February Stockholder Agreement. 

6.10    Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction
of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, claim, action or other proceeding arising out of or based upon this Agreement (each, a
“Proceeding”), (b) agree not to commence any Proceeding except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way
of motion, as a defense, or otherwise, in any such Proceeding any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is
brought in an inconvenient forum, that the venue of the Proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. If any party to this Agreement seeks to enforce its rights under this
Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees, in addition to
any other relief to which such party may be entitled. 
 6.11    WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES
ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE),
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

  
 25. 













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

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

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

6.15    Amendment of Prior Agreement. The Prior Agreement is hereby amended and restated and superseded in its
entirety and restated herein. Such amendment and restatement shall be effective upon the execution of this Agreement by the Company and the parties required for an amendment pursuant to Section 6.6 of the Prior Agreement. Upon such execution,
all provisions of, rights granted and covenants made in the Prior Agreement are waived, released and superseded in their entirety by the provisions hereof and shall have no further force or effect. 

[Remainder of Page Intentionally Left Blank; Signature Pages Follow] 

  
 26. 













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

			
	COMPANY:
	
	POSEIDA THERAPEUTICS, INC.
		
	By:	 	 /s/ Eric Ostertag

	Name:	 	Eric Ostertag
	Title:	 	Chief Executive Officer


 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 













			
	INVESTOR:
	
	FIDELITY MT. VERNON STREET TRUST: FIDELITY SERIES GROWTH COMPANY
FUND
		
	By:	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY FUND
		
	By:	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY MT. VERNON STREET TRUST: FIDELITY GROWTH COMPANY K6 FUND
		
	By:	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY PORTFOLIO
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR BIOTECHNOLOGY FUND
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR HEALTH CARE FUND
		
	By 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY SELECT PORTFOLIOS: HEALTH CARE PORTFOLIO
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	VARIABLE INSURANCE PRODUCTS FUND IV: HEALTH CARE PORTFOLIO
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HEALTH CARE CENTRAL
FUND
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	FIDELITY GROWTH COMPANY COMMINGLED POOL
	
	BY: FIDELITY MANAGEMENT TRUST COMPANY, AS TRUSTEE
		
	By: 	 	 /s/ Chris Maher

	Name:	 	Chris Maher
	Title:	 	Authorized Signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	ADAGE CAPITAL PARTNERS, LP
		
	By:	 	Adage Capital Partners, GP, LLC
	Its:	 	General Partner
		
		 	By:    Adage Capital Advisors, LLC
		 	Its:    Managing Member
		
	By: 	 	 /s/ Dan Lehan

	Name:	 	Dan Lehan
	Title:	 	Chief Operating Officer

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 













			
	INVESTOR:
	
	Aisling Capital IV, LP
		
	By: 	 	 /s/ Robert Wenzel

	Name:	 	Robert Wenzel
	Title:	 	CFO

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	PWCM MASTER FUND LTD.
	
	LMA SPC for and on behalf of MAP 98 SEGREGATED PORTFOLIO 
	PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. 
	PENTWATER MERGER ARBITRAGE MASTER FUND LTD. 
	PENTWATER UNCONSTRAINED MASTER FUND LTD.
		
	By:	 	Pentwater Capital Management, LP
	Its:	 	Investment Advisor
		
	By:	 	 /s/ Neal Nenadovic

	Name:	 	Neal Nenadovic
	Title:	 	Chief Financial Officer
		 	Pentwater Capital Management LP

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 













			
	INVESTOR:
	
	PENTWATER CREDIT MASTER FUND LTD.
		
	By:	 	Pentwater Capital Management, LP
	Its:	 	Investment Advisor
		
	By: 	 	 /s/ Neal Nenadovic

	Name:	 	Neal Nenadovic
	Title:	 	Chief Financial Officer
		 	Pentwater Capital Management LP

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	RAPHA CAPITAL INVESTMENT XI LLC
		
	By:	 	Rapha Capital Management, LLC
	Its:	 	Manager
		
	By: 	 	 /s/ Kevin M. Slawin

	Name:	 	Kevin M. Slawin, M.D.
	Title:	 	President

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	SCHONFELD STRATEGIC 460 FUND LLC
		
	By: 	 	 /s/ Ryan Tolkin

	Name:	 	Ryan Tolkin
	Title:	 	Chief Investment Officer

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	LONGITUDE VENTURE PARTNERS III, L.P.
		
	By:	 	Longitude Capital Partners III, LLC
	Its:	 	General Partner
		
	By: 	 	 /s/ Patrick Enright

	Name:	 	Patrick Enright
	Its:	 	Managing Director

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	MALIN LIFE SCIENCES HOLDINGS LIMITED
		
	By: 	 	 /s/ Darragh Lyons

	Name:	 	Darragh Lyons
	Its:	 	Chief Executive Officer

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	NOVARTIS PHARMA AG
		
	By: 	 	 /s/ Marc Ceulemans

	Name:	 	Marc Ceulemans
	Its:	 	Authorized signatory

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	BOXER CAPITAL, LLC
		
	By: 	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Its:	 	Chief Executive Officer
	
	MVA INVESTORS, LLC
		
	By: 	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Title:	 	Chief Executive Officer

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	VIVO CAPITAL FUND VIII, L.P. 
		
	By:	 	Vivo Capital VIII, LLC
	Its:	 	General Partner
		
	By: 	 	 /s/ Albert Cha

	Name:	 	Albert Cha
	Its:	 	Managing Member
	
	VIVO CAPITAL SURPLUS FUND VIII, L.P. 
		
	By:	 	Vivo Capital VIII, LLC
	Its:	 	General Partner
		
	By: 	 	 /s/ Albert Cha

	Name:	 	Albert Cha
	Its:	 	Managing Member

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	INVESTOR:
	
	TWIN PRIME INVESTMENTS LLC
		
	By: 	 	 /s/ Eric M. Ostertag

	Name:	 	Eric M. Ostertag
	Its:	 	Sole Director

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	KEY HOLDER:
	
	TITAN LLC
		
	By: 	 	 /s/ Jeffrey Bejma

	Name:	 	Jeffrey Bejma
	Its:	 	Manager

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 













			
	KEY HOLDER:
	
	ERIC OSTERTAG
		
	By:	 	 /s/ Eric Ostertag



 

									
	THE OSTERTAG FAMILY TRUST DATED MARCH 30, 2016	  		  	
					
	By:	 	 /s/ Eric M. Ostertag
	 		  	By:	  	 /s/ Zahra Tavakoli

	Name:	 	Eric M. Ostertag	 		  	Name:	  	Zahra Tavakoli
	Its:	 	Trustee	 		  	Its:	  	Trustee

  

			
	THE ERIC OSTERTAG LIVING TRUST DATED MARCH 30, 2016
		
	By:	 	 /s/ Eric M. Ostertag

	Name:	 	Eric M. Ostertag
	Its:	 	Trustee

 [Signature Page to Series D Amended and Restated Investors’ Rights Agreement] 

 












 SCHEDULE A 

INVESTORS 












 SCHEDULE B 

KEY HOLDERS