that he or she is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of,
or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an Indemnitee), or by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom if such Indemnitee acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Our restated certificate of incorporation also provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or
in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer,
partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if the Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us,
unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on
the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If we do not assume the defense,
expenses must be advanced to an Indemnitee under certain circumstances.
We have indemnification agreements with our directors, in
addition to the indemnification provided for in our restated certificate of incorporation and intend to enter into indemnification agreements with any new directors in the future.
We have purchased and intend to maintain insurance on behalf of any person who is or was a director or officer against any loss arising from
any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions. Certain of our
non-employee
directors may, through their relationships with their
employers, be insured and/or indemnified against certain liabilities in their capacity as members of our board of directors.
The
underwriting agreement we entered into in connection with the initial public offering of our common stock provides that the underwriters will indemnify, under certain conditions, our directors and officers (as well as certain other persons) against
certain liabilities arising in connection with such offering.
We have entered into an Agreement and Plan of Merger with X4
Pharmaceuticals, Inc. (X4), dated as of November 26, 2018 and amended as of December 20, 2018 (the Merger Agreement), containing the terms and conditions of the proposed business combination of us and X4. Under the
Merger Agreement, Artemis AC Corp., our wholly owned subsidiary (Merger Sub), is expected to merge with and into X4, with X4 continuing as our wholly owned subsidiary and the surviving corporation of the merger (the Merger).
The Merger is currently expected to close in the first quarter of 2019, subject to the approval of the stockholders of each company and the satisfaction or waiver of other customary conditions.
Under the Merger Agreement and subject to applicable law and assuming the Merger closes, from the effective time of the Merger (the
Effective Time) through the sixth anniversary of the date on which the Effective Time occurs, we and the corporation surviving the Merger between X4 and Merger Sub (the Surviving Corporation) shall each, jointly and
severally, indemnify and hold harmless each person who was, as of the date
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