Common use of Designation of Directors Clause in Contracts

Designation of Directors. 3.1 On the Closing Date, the Designated Directors shall be as follows: (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed; (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed; (iii) ▇▇▇▇▇ ▇▇▇▇▇ shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed. 3.2 The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to designate such persons at any time after the date hereof. 3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion: (a) notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) the election to the Board of any such new Designated Director.

Designation of Directors. 3.1 On At the Closing DateEffective Time, Parent ------------------------- shall take all actions necessary to cause (a) three (3) designees of the Company (each of whom shall be satisfactory to Parent) to be appointed to its Board of Directors (such person and any subsequent designees thereof, the Designated Directors shall be as follows: "Company ------- Designees"), to serve until their terms expire or until their successors have --------- been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Parent Charter or Parent By-laws and (ib) ▇▇▇▇ ▇. ▇▇▇▇▇▇ to be appointed a Non-Executive Chairman of Parent's Board of Directors. During the three-year period from and including the Effective Date, (A) Parent shall use its reasonable best efforts to cause at least three (3) Company Designees to be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed; (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed; (iii) ▇▇▇▇▇ ▇▇▇▇▇ shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed. 3.2 The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to designate such persons at any time after the date hereof. 3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion: (a) notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of Directors of Parent at all times, (B) at any meeting of stockholders for the Designated Director so specified purpose of electing the members of Parent's Board of Directors, Parent shall cause to be nominated for removal; election the Company Designees, (C) the Parent LLC (as defined in Section 5.21) shall vote the shares of Parent Common Stock owned by it in favor of the Company Designees, (D) the Parent Charter or the Parent By-Laws shall provide that any vacancies created by any Company Designee upon such Company Designee's death, resignation or removal that are not filled pursuant to a Parent stockholder vote shall be filled by a nominee of the remaining Company Designees and (bE) one Company Designee shall be appointed as a member of any compensation committee of Parent's Board of Directors or any other committee of such Board having the election responsibility or power with respect to the Board granting of any such new Designated Directoremployee stock options.

Designation of Directors. 3.1 On the Closing Date, the Designated Directors shall be as follows: (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed; (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed; (iii) ▇▇▇▇▇ ▇▇▇▇▇ shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed. 3.2 The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to designate such persons at any time after the date hereof. 3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion: (a) notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s 's Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) the election to the Board of any such new Designated Director.

Designation of Directors. 3.1 On Each of the Closing DateShareholders shall vote at any regular or special meeting of Shareholders such number of Shares as may be necessary, the Designated Directors or in lieu of any such meeting, shall give such Shareholder’s written consent with respect to such number of Shares as may be as followsnecessary, to designate: (ia) ▇▇▇▇ ▇. as the S▇▇▇▇▇▇ shall be Director, the Designated Director of Board Designee nominated by the Orbimed Purchasers as shown on the signature page of this Deed; (ii) S▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Investments. (b) as the Crescent Director, the Board Designee nominated by the Crescent Investors, the initial Board Designee of whom shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed; (iii) ▇D▇▇▇▇ ▇▇▇▇▇ ; (c) as GGV Director, the Board Designee nominated by the GGV Investors, the initial Board Designee of whom shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and (iv) ▇▇▇H▇▇▇ ▇▇▇▇▇ Nada; (d) as IDG Director, the Board Designee nominated by the IDG Investors, the initial Board Designee of whom shall be Zhang Suyang; (e) as the two (2) Ordinary Share Directors, the Board Designees nominated by the holders of a majority of the then outstanding Ordinary Shares, the initial Board Designees of whom shall be W▇▇▇ ▇▇▇ and L▇▇ Y▇▇▇ ▇▇▇▇; and (f) as the Independent Director, the Board Designee (i) nominated by the holders of a majority of the then outstanding Ordinary Shares and approved by a majority of the Board of Directors of the Company or (ii) nominated by the S▇▇▇▇▇▇ shall be the Designated Director Investments and approved by a majority of the Abingworth Purchasers as shown on Board of Directors of the signature page of this Deed. 3.2 Company. The parties acknowledge that although hereby undertake to take all actions necessary or desirable in order to timely effectuate the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, change to the Lead Investors reserve the right to designate such persons at any time after the date hereof. 3.3 From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director director designation mechanism pursuant to this Deed may, in its sole discretion: (a) notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, including without limitation making further amendments to exercise his or her voting rights as a director in accordance and file and register the Amended Memorandum with Article 111 the Registry of Corporate Affairs of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) the election to the Board of any such new Designated DirectorBritish Virgin Islands.

Designation of Directors. 3.1 On (a) Notwithstanding the provisions of Sections 2.2 and 2.3 of the Shareholders Agreement, or any other provision contained therein, from and after the Closing Date(as defined in the Implementation Agreement), the Designated Directors Direct Investors (other than BancAmerica) shall be as follows: entitled from time to time to (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be the Designated Director designate additional directors of the Orbimed Purchasers as shown on the signature page of this Deed; Company and (ii) ▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be replace any Windward Nominee who resigns, dies, is removed or is unable to serve on the Designated Director Board for any reason prior to the expiration of his or her term as a director of the Sofinnova Purchaser as shown Company, or whose term expires (such additional or replacement directors, the "Direct Investor Nominees"), in each case, so that the number of Direct Investor Nominees on the signature page of this Deed; (iii) ▇▇▇▇▇ ▇▇▇▇▇ Board shall be the Designated Director approximate a percentage of the Fountain Purchaser as shown on Board proportionate to the signature page percentage of this Deed; and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall be the Designated Director Common Stock of the Abingworth Purchasers as shown on Company held directly or indirectly by the signature page Direct Investors (including BancAmerica) and their respective Permitted Transferees and Affiliates. Notwithstanding the provisions of this Deed. 3.2 The parties acknowledge that although Sections 2.2 and 2.3 of the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this DeedShareholders Agreement, the Lead Investors reserve the right to designate such persons at or any time other provision contained therein, from and after the date hereof. 3.3 From time to time during Closing (as defined in the term of this DeedImplementation Agreement), each Investor who of the Shareholders shall vote its shares (and all shares it is entitled to specify a Designated Director pursuant vote by proxy) of Company Stock (to this Deed may, in its sole discretion: (athe extent entitled to vote) notify at each regular or special meeting of the shareholders of the Company and called for the other Investors purpose of filling positions on the Board, or in writing of its intention to remove from the Board any of its Designated Directors; or (b) notify the Company and the other Investors written consent executed in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director). 3.4 In the event lieu of such an initiation a meeting of a removal or selection of a Designated Director under this Section 3shareholders, each other Investor and shall vote its Voting Securities and/or cause its Designated Directors, if anytake all actions reasonably necessary, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) ensure the election to the Board of the Direct Investor Nominees, including, if necessary, increasing the size of the Board. To effectuate the provisions of this Section 1.5. the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board may appoint to fulfill the duties of the Secretary (the "Secretary"), shall not record, and the Company shall not give effect to, any such new Designated Directorvote or consent contrary to, or inconsistent with, the terms of this Section 1.5. (b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director and observer in connection with attending the meetings of the Board and any committee thereto.