EFTA00808277.txt

"VALAR VENTURES GP 4141V LLC, a Delaware limited liability company (the "General Partner"), and each investor who is identified as a limited partner on"

"The principal office of the Partnership shall be at 915 Broadway, Suite 1101, New York, NY 10010"

"VALAR VENTURES GP REV LLC By: James Fitzgerald, Managing Member"

"VALAR VENTURES GP !HIV LLC... By: James Fitzgerald, Managing Member"

"an interest in the Partnership equal to the General Partner's unfunded Capital Commitment"

"Each Limited Partner shall contribute capital to the Partnership"

"James Fitzgerald... (each, a "Managing Member," and together, the "Managing Members") ceases to be a managing member of the General Partner"

"Andrew McCormack (each, a "Managing Member," and together, the "Managing Members") ceases to be a managing member of the General Partner"

"The General Partner and/or its designated Affiliate shall contribute capital to the Partnership, and have a Capital Commitment, in an amount equal to "

"the obligations of each Limited Partner to make the contributions to capital set forth in paragraph 4.2"

"the Optionor's Partnership interest"

"The Partnership shall bear all costs and expenses incurred by the General Partner and/or the Management Company"

"The Partnership shall bear all costs and expenses incurred by the General Partner and/or the Management Company"

"no Limited Partner shall be obligated at any time to repay or restore to the Partnership all or any part of any distribution made to it"

"The General Partner shall provide the Limited Partners with prompt written notice of any change in the location of the Partnership's principal office."

"The General Partner shall provide the Limited Partners with prompt written notice"

"The name of the registered agent for service of process of the Partnership... shall be The Corporation Trust Company"

"the address of the Partnership's registered office in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, De"

"payment in advance by the Partnership in cash to the General Partner (or its designated Affiliate...)"

"The General Partner shall have the sole and exclusive right to manage, control, and conduct the affairs of the Partnership"

"The General Partner shall use its reasonable best efforts to operate the Partnership"

"each Limited Partner hereby confirms, that its interest in the Partnership is to be acquired for investment"

"No Limited Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or transfer its interest in the Partnership"

"interests in the General Partner being owned by persons who are not Managing Members"

"the General Partner shall be the Partnership's tax matters partner under the Code"

"transmit to the Limited Partners... unaudited financial statements of the Partnership"

"the General Partner shall have the authority to amend this Agreement and the Certificate of Limited Partnership"

"as attorney for each of the Limited Partners, the General Partner shall have the authority to amend this Agreement"

"each of the Managing Members, for so long as they are managing members of the General Partner"

"A 'Special Purpose Investment Fund' means an investment fund created by the General Partner"

"economic interests of the Limited Partners in the Partnership"

"each Limited Partner designates and appoints the General Partner its true and lawful attorney"

"the Capital Account of the General Partner... remaining Losses of the Partnership"

"each Limited Partner has been allocated net Profits pursuant to this Article 5"

"Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner... Each capital contribution by any Limited Partn"

"the General Partner shall promptly notify the Limited Partners of the Suspension Event"

"the General Partner may, in its sole discretion, elect to enforce one or more of the provisions of this paragraph 4.5(b)"

"The General Partner and/or its designated Affiliate shall contribute capital"

"If a designated Affiliate of the General Partner makes the Capital Commitment described in this paragraph 4.3, then the interest so held by the design"

"the General Partner shall promptly forward to the Optionor... if the General Partner deems it in the best interest of the Partnership"

"the aggregate Capital Commitments of the Optionees"

"The price for each Optionee shall be prorated according to the portion of the Optionor's interest purchased by each such Optionee... payable by a noni"

"expenses incurred by the General Partner in serving as the tax matters partner"

"the Management Company shall be compensated on a quarterly basis for services rendered to the Partnership"

"the aggregate Capital Commitments made by the Limited Partners as of the first day of each such quarter"

"Valar Ventures LLC... or another entity beneficially owned by the Managing Members and a Thiel Person"

"each Limited Partner will, as applicable, take such actions as are required to establish to the reasonable satisfaction of the General Partner that th"

"No Limited Partner shall sell... without the prior written consent of the General Partner, which consent may be granted or denied in the sole discreti"

"Such books and records shall be kept under the supervision of the General Partner at the principal office of the Partnership"

"the General Partner or the liquidator, as the case may be, shall notify the Limited Partners"