Section 5.10 Interpretation; Other Definitions. Wherever required by the context
of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such
agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all
exhibit, annex and schedule references not attributed to a particular document shall be references to such exhibits, annexes and schedules to this Agreement. In addition, the following terms are ascribed the following meanings:
(a) the word or is not exclusive;
(b) the words including, includes, included and
include are deemed to be followed by the words without limitation;
(c) the terms
herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;
(d) the term business day means any day except Saturday, Sunday and any day which shall be a legal holiday
or a day on which banking institutions in the State of Texas generally are authorized or required by law or other governmental action to close;
(e) any reference to any day or any number of days without explicit reference to
business days shall be deemed to refer to a calendar day or number of calendar days, and if any action is to be taken on or by a particular calendar day that is not also a business day, then such action may be deferred until the
immediately succeeding business day;
(f) the word will shall have the same meaning as the word
shall; and
(g) the term Person has the meaning given to it in Section 3(a)(9)
of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
(h)
Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control (through the holding of over 50% of the voting
power with respect to the election of directors, or, in the absence of a board of directors, with respect to the appointment or management of the general partner, managing member or equivalent governing body) with, the Person in question. As used
herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, for purposes of this Agreement, the Company and the subsidiaries of the Company, on the one hand, and the Purchasers, on the other, shall not be considered Affiliates of each other.
(i) Artal Entities means Artal International S.C.A., Artal Group S.A., Artal International Management S.A.,
Invus Advisors, L.L.C., Invus Public Equities, L.P., Invus, L.P., Mr. Amaury Wittouck, Stichting Administratiekantoor Westend and Westend S.A.
(j) Company Covered Person means, with respect to the Company as an issuer for purposes of Rule
506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(k)
Conversion Date means the date upon which the Purchased Stock convert into the Conversion Stock.
(l)
DGCL means the General Corporate Law of the State of Delaware.
(m) Financing Amount
means at least $150,000,000.00 in gross proceeds to the Company from the offering of the Preferred Stock hereunder.
(n)
ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder from time to time in effect.
(o) Investor-Based Class Exemption means any of Prohibited Transaction
Class Exemption 75-1, Prohibited Transaction Class Exemption 84-14, Prohibited Transaction Class Exemption 90-1,
Prohibited Transaction Class Exemption 91-38, Prohibited Transaction Class Exemption 95-60 or Prohibited Transaction Class Exemption 96-23.
(p) Law means any federal, state, local, municipal, foreign or
other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the
authority of any Governmental Entity, including any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of occupational health and workplace safety, the environment, or natural
resources, or to the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants applicable to such entity.
(q) Lien means any mortgage, pledge, security interest, encumbrance, lien, charge or other restriction of
any kind, whether based on common law, statute or contract.
(r) Placement Agents means Jefferies LLC,
Piper Sandler & Co. and Leerink Partners LLC.
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