Bessemer means Bessemer Venture Partners VII L.P., Bessemer Venture Partners VII Institutional L.P. and BVP VII Special Opportunity Fund LP, collectively.
Code means the Internal Revenue Code of 1986, as amended.
Common Stock means the Companys common stock, par value $0.001 per share.
Company Intellectual Property means all Intellectual Property Rights as are necessary to or actually used in the conduct of the Companys business as now conducted and as presently proposed to be conducted.
Deerfield means Deerfield Private Design Fund III, L.P., Deerfield Special Situations Fund, L.P. and Deerfield Special Situations International Master Fund, L.P.
Devon Park means Devon Park Bioventures, L.P.
Initial Tranche Closing shall have the meaning set forth in Section 1.2(a) hereof.
Initial Tranche Shares shall have the meaning set forth in Section 1.1(b) hereof.
Intellectual Property Rights means patents, patent applications, trademarks, trademark applications, trademark registrations, service marks, service mark applications, service mark registrations, tradenames, copyrights, trade secrets, licenses, domain names, mask works, biological materials, formulae, know how, information, proprietary rights and processes and other intellectual property rights of any kind.
Intersouth means Intersouth Partners VI, L.P.
Investors Rights Agreement means the agreement between the Company, the Purchasers and the other stockholders of the Company party thereto dated as of the Initial Tranche Closing, in the form of Exhibit D attached to this Agreement.
IPO means the initial public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.
Key Employee means Timothy Noyes, George Eldridge and Steven Burke, any executive-level employee (including division director and vice president-level positions), any employee who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property and any other employee whose responsibilities consist primarily of being the leader or head of the Companys clinical, regulatory or manufacturing operations.
Knowledge, including the phrase to the Companys knowledge, shall mean the actual knowledge of any Key Employee; provided, however, that, solely for the purposes of