(e) incur any aggregate indebtedness in excess of $150,000 that is not already included in a budget approved by the Board of Directors, other than trade credit;
(f) hire, terminate, or change the compensation of the executive officers, including approving any option plans;
(g) change the number of shares subject to any equity incentive plan or approves the adoption of any equity incentive plan; or
(h) sell, transfer, license, pledge, or encumber technology or intellectual property, other than licenses granted in the ordinary course of business.
5.5 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Companys Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.
5.6 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of OrbiMed, Longitude, RA Capital Healthcare Fund, L.P and Blackwell Partners LLC - Series A, Pontifax (China) V L.P., Pontifax (Israel) V Limited Partnership, and Pontifax (Cayman) V L.P., and their respective affiliates and respective affiliated advisors and funds, are professional investment managers and/or funds and/or operating companies (collectively, the Investor Funds) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Companys business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, the Investor Funds shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by the Investor Funds in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of the Investor Funds to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company.
5.7 Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.5, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) upon a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.
5.8 FCPA. The Company represents that it shall not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA)), in each case, in violation of the FCPA, the U.K. Bribery Act,