Common use of Confidentiality and Public Disclosure Clause in Contracts

Confidentiality and Public Disclosure. This Agreement shall be treated as confidential. On the date of this Agreement, the Shareholders may issue a press release in connection with the Transaction in the form agreed by the Company and Bidco. From the date of this Agreement until the Closing, the Shareholders shall not make, and shall cause their Affiliates not to make, any public announcements regarding this Agreement, the Transaction Agreement or the transactions contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to prohibit such public announcement (a) that the Company and Bidco agree upon, (b) that the Shareholders reasonably deem necessary or required under Applicable Law, or (c) that is substantially consistent with previous press releases, public disclosures or public statements made by the parties hereto in compliance with this Section 4. Each Shareholder hereby authorizes Bidco and the Company to publish and disclose (x) its identity, (y) record and beneficial ownership of the Subject Shares and (z) the nature of its obligations under this Agreement (the foregoing clauses (x) through (z), collectively, the “Disclosable Information”) (including in the initial press release contemplated by Section 7.3 of the Transaction Agreement, any announcement or disclosure required by Applicable Law, the Court or the SEC and in the Scheme Documentation), provided that Bidco and the Company shall provide each Shareholder with the opportunity to review and comment upon the portion (and only such portion) of such press release or public announcement that includes Disclosable Information prior to its issuance, and Bidco and the Company shall consider in good faith all comments suggested by the Shareholders.

Confidentiality and Public Disclosure. This 10.1. The Parties expressly agree that their previously executed Confidential Disclosure Agreement (“CDA”) [*], is made a part hereof by reference and that all terms, conditions and provisions of the original CDA, unless specifically modified herein, are to apply to this Agreement and are made a part of this Agreement as though expressly included; provided, however, the CDA shall be treated extended in duration for the period ending with the expiration or sooner termination of this Agreement or until it expires as confidentialset forth in the CDA, whichever term is longer. 10.2. On Except for such disclosure as is deemed necessary, in the date reasonable judgment of a Party, to comply with applicable Laws, no announcement, news release, public statement, publication, or presentation relating to the existence of this Agreement, the Shareholders may issue a subject matter hereof, or either Party’s performance hereunder will be made without the other Party’s prior written approval, which approval shall not be unreasonably withheld. The Parties agree that they will use reasonable efforts to coordinate the initial announcement or press release in connection with relating to the Transaction in existence of this Agreement. 10.3. Neither Party shall be required to seek the form agreed by approval of the Company and Bidco. From other Party to repeat any information regarding the date terms of this Agreement until the Closing, the Shareholders shall not make, and shall cause their Affiliates not to make, any public announcements regarding this Agreement, the Transaction Agreement or the transactions contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to prohibit has already been publicly disclosed by such public announcement (a) that the Company and Bidco agree upon, (b) that the Shareholders reasonably deem necessary or required under Applicable LawParty, or (c) that is substantially consistent with previous press releases, public disclosures or public statements made by the parties hereto other Party, in compliance accordance with this Section 4. Each Shareholder hereby authorizes Bidco and the Company to publish and disclose (x) its identity, (y) record and beneficial ownership of the Subject Shares and (z) the nature of its obligations under this Agreement (the foregoing clauses (x) through (z), collectively, the “Disclosable Information”) (including in the initial press release contemplated by Section 7.3 of the Transaction Agreement, any announcement or disclosure required by Applicable Law, the Court or the SEC and in the Scheme Documentation)§10.1, provided that Bidco such information remains accurate and the Company shall provide each Shareholder with the opportunity to review and comment upon the portion (and only such portion) of such press release or public announcement that includes Disclosable Information prior to its issuancecomplete. CONFIDENTIAL ANESIVA’s Initials CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and Bidco and the Company shall consider in good faith all comments suggested by the ShareholdersMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Confidentiality and Public Disclosure. This Agreement shall be treated as confidential. On the date of this Agreement, the Shareholders may issue a press release in connection with the Transaction in the form agreed by the Company and Bidco. From the date of this Agreement until the Closing, the Shareholders shall not make, and shall cause their Affiliates not to make, any public announcements regarding this Agreement, the Transaction Agreement or the transactions contemplated hereby or thereby; thereby; provided, however, that nothing herein shall be deemed to prohibit such public announcement (a) that the Company and Bidco agree upon, (b) that the Shareholders reasonably deem necessary or required under Applicable Law, or (c) that is substantially consistent with previous press releases, public disclosures or public statements made by the parties hereto in compliance with this Section 4. Each Shareholder hereby authorizes Bidco and the Company to publish and disclose (x) its identity, (y) record and beneficial ownership of the Subject Shares and (z) the nature of its obligations under this Agreement (the foregoing clauses (x) through (z), collectively, the “Disclosable Information”) (including in the initial press release contemplated by Section 7.3 of the Transaction Agreement, any announcement or disclosure required by Applicable Law, the Court or the SEC and in the Scheme Documentation), provided that Bidco and the Company shall provide each Shareholder with the opportunity to review and comment upon the portion (and only such portion) of such press release or public announcement that includes Disclosable Information prior to its issuance, and Bidco and the Company shall consider in good faith all comments suggested by the Shareholders.

Confidentiality and Public Disclosure. This Agreement ​ (a) The Parties shall comply with their respective obligations under the CDA. All obligations contained in the CDA shall form part of, be treated as confidentialconstrued in accordance with and be subject to the provisions of the provisions of this Agreement. On To the date extent that any provisions of the CDA conflicts with a provision of this Agreement, the Shareholders may issue a press release provisions in connection this Agreement with prevail except otherwise agreed herein. For the Transaction avoidance of doubt, the Parties expressly agree that Clause 7.1 of the CDA (“Term”) shall be replaced by Clause 8.5(f) of this Agreement. (b) Faes will hold in strict confidence, and shall not disclose to any Third Party without PTC’s prior written consent, all proprietary or Confidential Information and materials provided by PTC and any information generated or derived from the form agreed by foregoing (collectively, “PTC Information”). Faes further agrees that it shall not use or disclose PTC Information for any purpose out of the Company and Bidco. From the date scope of this Agreement until and that it will protect PTC Information by using the Closingsame degree of care, but in no event less than a reasonable degree of care, to prevent the Shareholders shall not makeunauthorized disclosure or use of such PTC Information as uses to protect Faes Information. ​ (c) PTC will hold in strict confidence, and shall cause their Affiliates not disclose to any Third Party without Xxxx’x prior written consent, all proprietary or Confidential Information and materials provided by Faes hereunder and any information generated or derived from the foregoing (collectively “Faes Information”). ​ ​ ​ (d) Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that the Receiving Party (as such term in defined in the CDA) shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know- How or other confidential and proprietary information and materials, patentable or otherwise, in any form (written, oral, photographic, electronic, magnetic, visual inspection or otherwise) that is disclosed to it by the Disclosing Party (as such term in defined in the CDA), including trade secrets, Know-How, inventions or discoveries, proprietary information, formulae, processes, techniques and information relating to the Disclosing Party’s past, present or future marketing, financial, or commercial activities of any Product or useful technology of the Disclosing Party or the pricing thereof and/or any other information defined as Confidential Information in the CDA, except to the extent that it can be established by the Receiving Party that such Confidential Information: (i) was in the lawful knowledge and possession of the Receiving Party prior to the time it was first disclosed to the Receiving Party by the Disclosing Party, or was otherwise developed independently by the Receiving Party without reference to any of the Disclosing Party’s Confidential Information, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its first disclosure to the Receiving Party by the Disclosing Party; ​ (iii) became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party by the Disclosing Party and other than through any act or omission of the Receiving Party in breach of this Agreement or the Existing Confidentiality Agreement; or (iv) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to make, disclose such information to others. ​ (e) Neither Party (nor any of their respective subsidiaries and Affiliates) shall issue any press release or make any public announcements regarding announcement with respect to this Agreement, the Transaction Agreement or and the transactions contemplated hereby or thereby; provided, however, that nothing herein shall be deemed to prohibit such public announcement (a) that without obtaining the Company and Bidco agree upon, (b) that the Shareholders reasonably deem necessary or required under Applicable Law, or (c) that is substantially consistent with previous press releases, public disclosures or public statements made by the parties hereto in compliance with this Section 4. Each Shareholder hereby authorizes Bidco and the Company to publish and disclose (x) its identity, (y) record and beneficial ownership prior written consent of the Subject Shares and other Party (z) the nature of its obligations under this Agreement (the foregoing clauses (x) through (zsuch consent not to be unreasonably withheld or delayed), collectively, the “Disclosable Information”) (including in the initial press release contemplated by Section 7.3 of the Transaction Agreement, any announcement or disclosure except as may be required by Applicable LawLaw upon the advice of counsel and only if the disclosing Party provides the non-disclosing Party with a reasonable opportunity to first review the release or other public announcement, to the Court extent practicable. ​ (f) These confidentiality obligations shall survive termination or the SEC and in the Scheme Documentation)expiration of this Agreement for a period of [**], provided that Bidco with respect to Confidential Information that is a trade secret under applicable laws, such rights and obligations will survive until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the Company shall provide each Shareholder with the opportunity to review and comment upon the portion (and only such portion) of such press release Receiving Party or public announcement that includes Disclosable Information prior to its issuance, and Bidco and the Company shall consider in good faith all comments suggested by the Shareholders.representatives. ​