Common use of Confidentiality; Announcements Clause in Contracts

Confidentiality; Announcements. (a) Each Party agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b).

Confidentiality; Announcements. (a) Each Party agrees of the Company and the Lender (i) acknowledges that during the term existence and terms of this Agreement and, in the case of the Lender, any and for a period all information relating to the Company (including, without limitation, any information shared by the Company in connection with discussions on the financial restructuring of two (2) years after the termination Company and any and all information provided by the Company in compliance with the information covenants of this Agreement, it shall, ) constitute confidential information and shall cause its respective Representatives to: (iii) treat and hold in strict confidence any Confidential Information, and will agrees not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or to any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, Person without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed)party, except to any of its directors, officers, employees, affiliates, agents, attorneys, auditors or advisors (solely to the extent necessary for it to perform its obligations under this Agreement) or in connection with syndicating a DIP Financing (collectively, the “Authorized Persons”); provided that it shall inform each such Authorized Persons of the confidential nature of the information and shall direct each such Authorized Person to treat such information in accordance with the terms of this paragraph (a); and provided further that it shall also be permitted to disclose such information (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted required by applicable Lawany law, first allow such rule or regulation or by any subpoena or similar judicial and/or administrative order, or other Parties regulatory authority (including any self-regulatory organization having jurisdiction or claiming to review such announcement have jurisdiction over either party), or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent that such announcements information is or becomes generally available to the public other than as a result of disclosure by it or its Authorized Persons. (b) Neither the Company nor the Lender will issue or make any reports, statements or releases to the public or generally to the employees, customers, suppliers or other communications contain only information previously disclosed in a public statementPersons with whom such party has significant business relationships with respect to this Agreement or the transactions contemplated hereby without the consent of the other party, which consent shall not unreasonably withheld; it being understood, for the avoidance of doubt, that each of the Company and the Lender will obtain the other party’s prior approval of any press release or other communication approved to be issued in accordance connection with this Section 4.11(b)Agreement or the transactions contemplated hereby.

Confidentiality; Announcements. (a) The Buyer and Azzurro acknowledge that, in the course of their investigations of the Business, they and their representatives have and will become aware of confidential information and documents of the Business, and that their use of such confidential information and documents, or communication of such information to third parties, prior to Closing, could be detrimental to Seller or the Business. Each Party agrees of the Buyer and Azzurro covenants that during prior to Closing all information and documents concerning the term of Business reviewed by them or their representatives in connection with this Agreement and for a period of two (2) years after or the transactions contemplated hereby and, following either Closing or termination of this Agreement, it all such information and documents to the extent related to any of the Excluded Assets or the Excluded Liabilities and any confidential information known to the Buyer or Azzurro (including through any employee) with respect to other businesses operated by Seller or any of its Affiliates, shall be maintained in confidence and shall not be disclosed or used by the Buyer, Azzurro or their representatives without Seller’s prior written consent, unless they can demonstrate that such information is (i) otherwise publicly available, (ii) required to be disclosed pursuant to judicial order, regulation or Law, or (iii) required to be disclosed by the rules of a securities exchange on which the Buyer or Azzurro may from time to time be listed, or (iv) disclosed to any Person that proposes to finance, in whole or in part, the Purchased Assets, solely for the purpose of permitting such party to evaluate the advisability of providing such financing. With respect to information and documents related to the Business, at Seller’s request in the event that the Closing shall not occur, and, with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by Seller or any of its Affiliates, as soon as practicable following Closing, (i) the Buyer and Azzurro shall, and shall cause its respective Representatives to: their representatives to (i) treat to the extent reasonably practicable with respect to information and hold in strict confidence any Confidential Informationdocuments related to Excluded Assets, and will not use for any purpose (except in connection with the transactions contemplated Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it Seller or any of its respective Representatives Affiliates should the Closing occur), promptly destroy all information and documents concerning the Business, the Excluded Assets, the Excluded Liabilities or other businesses operated by Seller or any of its Affiliates, as the case may be (including any copies thereof or extracts therefrom), and (ii) the Buyer and Azzurro shall keep confidential and shall not use any such information or documents unless required to disclose such information or documents pursuant to judicial order, regulation or Law. In the event that the Buyer, Azzurro or any of their representatives becomes legally compelled to disclose any Confidential Informationsuch information or documents as referred to in this paragraph, (A) the Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Seller with prompt written notice of before such requirement so that such Party disclosure, sufficient to which the information relates or an Affiliate thereof may seekenable Seller either to seek a protective order, at its costexpense, a protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section 4.11(a) and (B) in the event that such protective order 6.4 or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderboth. (b) None Following the Closing, Seller shall maintain, and shall cause its Affiliates to maintain, in confidence any information it or they may have in relation to the Business, other than with respect to the Excluded Assets and the Excluded Liabilities, and such information shall not be disclosed or used by Seller or its Affiliates without the Buyer’s prior written consent, unless such information is (i) otherwise publicly available (except as a result of a breach hereof by Seller or its affiliates), (ii) required to be disclosed pursuant to judicial order, regulation or Law or (iii) required to be disclosed by the rules of the Parties NASDAQ Global Select Market or any other applicable exchange or quotation system. In the event that Seller or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective its Affiliates or representatives become legally compelled to disclose any such information or documents as referred to in this Agreement or any matter related to the foregoingparagraph, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party Seller shall, to the extent permitted by applicable Lawreasonably practicable, first allow provide the Buyer with prompt written notice before such other Parties disclosure, sufficient to review such announcement or communication and enable the opportunity Buyer either to comment thereon and the disclosing Party shall consider such comments in good faithseek a protective order, and (ii) to the extent such announcements at its expense, or other communications contain only information previously disclosed in a public statement, press release appropriate remedy preventing or other communication approved in accordance prohibiting such disclosure or to waive compliance with the provisions of this Section 4.11(b)6.4.

Confidentiality; Announcements. (a) Each Party 5.4.1 In replacement of that certain confidentiality agreement entered into between Cascades Inc. and Rank Group Limited, on behalf of itself and its affiliates, including Purchaser, dated as of October 20, 2010, which confidentiality agreement shall terminate upon the execution and delivery hereof, without, however, affecting any rights or obligations of the parties accruing prior to such termination, Purchaser agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives employees, officers, directors and Affiliates to: , keep confidential all information (iwhether written or otherwise) treat provided to it by Seller or Seller’s agents and hold representatives, except that Purchaser may provide such information to its financial advisors, potential financing sources, legal counsel and other advisors and consultants assisting Purchaser, provided that such advisors, counsel and consultants agree to become bound by the terms of this Section 5.4. In the event this Agreement is terminated prior to Closing, Purchaser shall return to Seller all information provided to it by or on behalf of Seller or shall provide Seller with evidence reasonably satisfactory to Seller that Purchaser has destroyed such information. Purchaser’s obligations under this Section 5.4 shall not extend to information which (a) has been in strict confidence any Confidential Informationthe possession of or known by Purchaser on a non-confidential basis prior to the receipt thereof from Seller or its agents or representatives, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make b) has become generally available to any the public other than as a result of disclosure by Purchaser or its agents or representatives, (c) has become available to Purchaser on a non-confidential basis from a third party not prohibited from making such disclosure to Purchaser, or (d) is required to be disclosed to comply with any applicable Law, provided that before Purchaser makes such disclosure Purchaser use commercially reasonable efforts to give Seller prompt notice of the Confidential Information requirement or request for disclosure and use commercially reasonable efforts to secure or cooperate with Seller in securing a protective order or other arrangement to limit disclosure of such confidential information only to parties agreeing to be bound by the terms of the protective order or other arrangement. 5.4.2 From and after the date hereof, Seller shall not (and shall cause the Companies and their other Affiliates not to) without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party Purchaser and Purchaser shall be permitted to disclose any Confidential Information to not (and shall cause its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (iinot to) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not Seller issue or permit to be unreasonably withheldissued any media, conditioned newspaper, wire service, trade journal or delayed)any other public statement, in each case concerning the Transactions, except (i) if such announcement as otherwise provided herein or other communication is as may be required by applicable Law (including pursuant to securities Laws Law, stock exchange rule or the rules of any national securities exchange)other applicable disclosure obligations, in which case the disclosing Party shallissuing party shall provide the other party, in writing, no less than one Business Day prior to such proposed statement, the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication content of the proposed statement and the an opportunity to comment thereon and on the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b).

Confidentiality; Announcements. (a) In addition to the terms and conditions of the Confidentiality Agreement, Buyer and Buyer Parent acknowledge that, in the course of its investigations of the Company, Buyer and its Affiliates and their representatives may have become aware of confidential information and non-public documents of Manitex and its Affiliates (other than the Company), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to Manitex and its Affiliates(other than the Company). Each Party agrees of Buyer and Buyer Parent covenants that during following Closing, all information and documents concerning Manitex and its Affiliates (other than the term of Company) reviewed by Buyer, Buyer Parent, or their Affiliates or their representatives in connection with this Agreement and for a period of two (2) years after or the termination of this Agreementtransactions contemplated hereby to the extent not related to the Business, it shall, shall be maintained in confidence and shall cause its respective Representatives to: not be disclosed or used by Buyer, Buyer Parent, the Company or their representatives without Manitex’s prior written consent, unless such information is (i) treat and hold in strict confidence any Confidential Informationotherwise publicly available through no breach of this Section 5.4, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) required to be disclosed pursuant to law, order or regulation of a court or tribunal or government authority, or (iii) disclosed to any person that proposes to finance, in whole or in part, the event that it purchase of the Company, solely for the purpose of permitting such party to evaluate the advisability of providing such financing. If Buyer, Buyer Parent or any of its respective Representatives the Company becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demands, or similar process) or is required by a regulatory body to disclose make any Confidential Informationdisclosure with respect to Manitex or its Affiliates (other than the Company) that is prohibited by this Section 5.4, Buyer and Buyer Parent will provide Manitex with notice as early as reasonably practicable prior to disclosure (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written such notice is not prohibited by law) of such requirement so that such Party to which the information relates or Manitex may seek an Affiliate thereof may seek, at its cost, a appropriate protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderremedy. (b) None The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, transactions contemplated hereby shall be issued or made without the prior written consent approval of the other Parties both Manitex and Buyer Parent (such consents which approval shall not to be unreasonably withheld, conditioned withheld or delayed), except (i) if such announcement or other communication is as required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), national securities association or over-the-counter market, foreign or domestic, as applicable, or applicable law or regulation, in which case the disclosing Party shall, making such disclosure will first provide to the extent permitted by applicable Law, first allow such all other Parties to review the text of the proposed disclosure, the reasons such announcement or communication disclosure is required and the opportunity time and manner in which the disclosure is intended to comment thereon be made. The Parties agree that any initial press release and any Securities and Exchange Commission filing to be made in respect of the disclosing Party transactions contemplated by this Agreement shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed be in a public statementform agreed to by Manitex and Buyer Parent, press release provided that Buyer Parent’s approval of such items shall not be unreasonably withheld or other communication approved in accordance with this Section 4.11(b)delayed.

Confidentiality; Announcements. (a) Each Party agrees of the Company, the Agent and each of the Lenders (i) acknowledges that during the term existence and terms of this Agreement and, in the case of the Agent and for a period each of two the Lenders, any and all information relating to the Company (2) years after including, without limitation, any information shared by the termination Company in connection with discussions on the financial restructuring of the Company and any and all information provided by the Company in compliance with the information covenants of this Agreement, it shall, ) constitute confidential information and shall cause its respective Representatives to: (iii) treat and hold in strict confidence any Confidential Information, and will agrees not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or to any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, Person without the prior written consent of the other Parties parties except to any of its directors, officers, employees, affiliates, agents, attorneys, auditors or advisors (solely to the extent necessary for it to perform its obligations under this Agreement) or any other Person in connection with a syndication, assignment or participation under the Credit Agreement or in connection with syndicating a DIP Financing (collectively, the “Authorized Persons”); provided that it shall inform each such consents not Authorized Persons of the confidential nature of the information and shall direct each such Authorized Person to treat such information in accordance with the terms of this paragraph (a); and provided further that it shall also be unreasonably withheld, conditioned or delayed), except permitted to disclose such information (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted required by applicable Lawany law, first allow such rule or regulation or by any subpoena or similar judicial and/or administrative order, or other Parties regulatory authority (including any self-regulatory organization having jurisdiction or claiming to review such announcement have jurisdiction over either party), or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent that such announcements information is or becomes generally available to the public other than as a result of disclosure by it or its Authorized Persons. (b) Neither the Company, the Agent nor any of the Lenders will issue or make any reports, statements or releases to the public or generally to the employees, customers, suppliers or other communications contain only information previously disclosed in a public statementPersons with whom such party has significant business relationships with respect to this Agreement or the transactions contemplated hereby without the consent of the other parties, which consent shall not unreasonably withheld; it being understood, for the avoidance of doubt, that each of the Company, the Agent and the Lenders will obtain the other parties’ prior approval of any press release or other communication approved to be issued in accordance connection with this Section 4.11(b)Agreement or the transactions contemplated hereby.

Confidentiality; Announcements. (a) Each Party agrees Following the Closing until the second anniversary of the Closing Date, Parent and Seller will, and will cause their respective Affiliates to keep all information with respect to the Company Group, including information related to methods of operation, technology, trade secrets, know-how, software, code, plans, personnel or suppliers or other proprietary matters or proprietary information relating to the Company Group (collectively, but excluding information that during (i) is generally available to the term public on the date of this Agreement or (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, “Company Confidential Information”) confidential, and will not, and will cause their respective Affiliates, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person (other than Buyer and its Affiliates) or use for its own benefit or for the benefit of any Person (other than Buyer and its Affiliates) any Company Confidential Information, except to the extent that disclosure thereof is required by Applicable Law; provided that, if such disclosure is required by Applicable Law, then such Person will notify Buyer and the Company promptly of such requirement (and prior to any such disclosure) to the extent permitted by Applicable Law so that Buyer or the Company may have a period of two reasonable opportunity to seek an appropriate protective order. (2b) years after the termination of this AgreementParent, it Seller and Buyer shall, and shall cause its their respective Representatives Affiliates to: (i) treat , consult with each other as to the form, substance and hold in strict confidence timing of any Confidential Informationpress release or other public disclosure related to this Agreement and the Ancillary Agreements or the Transactions, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder no such press release or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information other public disclosure shall be made without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates parties hereto, which consent shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed); provided, except (i) if however, that any Person may make such announcement or other communication is disclosure to the extent required by applicable Applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), applicable stock exchange (in which case the disclosing Party shallcase, to the extent permitted by applicable Applicable Law, first allow such other Parties Buyer and Seller will have the right (subject to any applicable time limitations) to review and comment upon such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(bpublic disclosure (including the timing thereof) prior to its issuance).

Confidentiality; Announcements. (a) Each Party agrees that during Subject to Section 6.3(b), for a period of three (3) years following the term date of this Agreement, the Parties will keep the terms and conditions of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreementhereby confidential, performing its obligations hereunder and the Seller Parties and their Affiliates shall keep confidential all information related to the Company or enforcing its rights hereunder)the Subsidiary and their business and no Party will, nor directly or indirectly disclosewill it permit any Affiliate to, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any in respect of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, transactions contemplated hereby without the prior written consent of the other Parties (such consents Parties; provided, however, that trade secrets included in the Intellectual Property of the Company or the Subsidiary shall be 42 kept confidential indefinitely; provided further that the foregoing confidentiality and non-disclosure obligations will not apply to be unreasonably withheld, conditioned or delayed), except any Party to the extent that (i) if disclosure of such announcement or other communication information is reasonably necessary to consummate the transactions contemplated hereby, (ii) disclosure of such information is required by applicable pursuant to Applicable Law (including the Exchange Act and the rules and policies of the New York Stock Exchange), or an order of any Governmental Authority, (iii) disclosure of such information is reasonably necessary for such Party to enforce its rights under this Agreement or any other agreement or instrument delivered by or to such Party pursuant to securities Laws this Agreement, or (iv) such information is already in the rules public domain other than as a result of a breach of this Section 6.3(a) or any national securities exchangeother confidentiality or non-disclosure obligation owed to any Party by any Person (including any other Party), in which case the disclosing Party shall, ; provided further that to the extent permitted by applicable Lawfeasible, first allow prior to disclosing any such information to a Third Party pursuant to clause (i) or (iii) above, a Party shall notify the other Parties of the proposed disclosure and use its commercially reasonable efforts to review obtain from the Third Party reliable assurance that such information will be accorded confidential treatment. (b) With respect to any initial public announcement of the consummation of the transactions contemplated hereby, the Parties will use their reasonable best efforts to reach agreement on the contents and timing thereof and, with respect to any subsequent announcement, through the six-month anniversary of the Closing Date, or communication and any announcement relating to any litigation brought by Minority Shareholders, at any time, each Party will (i) consult with the other Parties with respect to the contents of such announcement, (ii) provide the other Parties reasonable opportunity to comment thereon and the disclosing Party shall consider such comments in good faiththereon, and (iiiii) use reasonable efforts to the extent incorporate any such announcements comments. However, such requirements for cooperation will not serve to delay any Party from making any such required public announcement within any specific time period mandated by Applicable Law or other communications contain only information previously disclosed in otherwise on a public statement, press release or other communication approved in accordance with this Section 4.11(b)timely basis.

Confidentiality; Announcements. Each of the parties hereto shall treat (aand shall direct its employees, counsels, auditors and representatives to treat) Each Party agrees that during the term contents of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, all Transaction Documents as confidential and shall cause its respective Representatives to: (i) treat refrain from disclosing this Agreement and hold the content of the Transaction Documents in strict confidence any Confidential Informationwhole or in part, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information person without the prior written consent of the Party other party (which consent shall not be unreasonably withheld), except to the extent necessary for enforcement hereof or as otherwise required (in the reasonable opinion of counsel) by Applicable Law or by any governmental authority; Additionally and without derogating from the Confidentiality obligations set forth above, it is hereby clarified that as Afcon and OmniQ are public companies, any use of the information received by one of them or any one on their behalf, with respect to Afcon and Tadiran or OmniQ, may be considered as the use of ‘inside information’ as such term is defined in section 52a of the Israeli Securities Law, 5788-1968 and the respective USA law (“Securities Law”); furthermore, if and to the extent that, within the negotiations on the Definitive Agreement and the due diligence made by OmniQ, OmniQ will be exposed to such inside information or Afcon will be exposed to such inside information, any of them will not make any use of such information, including, but not limited to, for the purpose of a ‘transaction’ (as such term is defined in section 52a of the Securities Law); provided however, that Purchaser or the Sellers and their affiliates may, without the consent of the other party: (a) make any public disclosure it in good faith believes to be required by Applicable Law or the regulations of the Israeli or US Securities Act, SEC rules or any recognized stock exchange relating to any listing particulars, prospectus or circular, or any announcement required to be made in relation to this Agreement or any matters contemplated hereby (in which case the Confidential Information relatesSellers shall, provided however that each Party shall if requested by Purchaser, provide the Purchaser with whatever information and reports concerning TTG may be permitted required from the Purchaser in compliance of any such Applicable Law or regulation; and (b) disclose and provide copies of this Agreement or any other Transaction Documents to disclose any Confidential Information of its financing sources, its affiliates, any potential acquirors (direct or indirect) of the Purchaser and its affiliates and to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b).professional advisors

Confidentiality; Announcements. 21.1 Each Party shall keep confidential and shall procure that each and every Affiliate of such Party keeps confidential: 21.1.1 the negotiations relating to and concerning this Agreement; 21.1.2 the subject matter and terms and conditions of this Agreement; 21.1.3 in the case of the Sellers: (a) Each Party agrees that during all confidential information of the term Buyers and its Affiliates made available to the Sellers by the Buyers in the course of the negotiations preceding the signing of this Agreement Agreement; and (b) all information relating to Romaco Group; and 21.1.4 in the case of the Buyers, all confidential information of the Sellers and for a period its Affiliates and Romaco Group made available to the Buyers by the Sellers its Affiliates or representatives in the course of two (2) years after the termination negotiations preceding the signing of this Agreement, provided that nothing in this clause 21.1.4 shall require the Buyers to keep any information relating to Romaco Group confidential once Closing has occurred. 21.2 Either Party may disclose any information that it shallis required to keep confidential under this clause 21: 21.2.1 to such employees, professional advisers, consultants, banks providing financing for the sale of the Shares or officers of itself and shall cause its respective Representatives to: shareholders and any Affiliate of such Party as is reasonably necessary to advise on this Agreement, or to facilitate the transactions provided for in this Agreement, provided the disclosing Party procures that any person to whom the information is disclosed keeps it confidential and adheres to the provisions of this clause 21 as if it were that Party; or 21.2.2 with the other Party’s written consent; or 21.2.3 to the extent that the disclosure is required: (ia) treat and hold in strict confidence by Regulatory Requirements; (b) by a Competent Authority; (c) by Applicable Law; (d) to make any Confidential Informationfiling with, and will not use for or obtain any purpose (except authorisation from, a Competent Authority in connection with the transactions contemplated by this Agreement; or (e) to protect the disclosing Party’s interest in any legal proceedings; but will use reasonable endeavours to consult the other Party and to take into account any reasonable requests it may have received in relation to the disclosure before making it. 21.3 Each Party must supply the other with any information about itself, performing any Affiliate of such Party, its obligations hereunder business or enforcing its rights hereunder), nor directly this Agreement as the other may reasonably require for the purposes of satisfying any Regulatory Requirements or indirectly disclose, distribute, publish, disseminate or otherwise make available to requirements of any third party any of the Confidential Information without the prior written consent of the Party securities exchange to which the Confidential Information relates, provided however that each requiring Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereundersubject. 21.4 The provisions of this clause 21 will continue to have effect for the period of five (b5) None of years from the Parties or any of their respective Affiliates Closing Date. 21.5 No Party shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, formal press release or other communication approved public announcement in accordance connection with this Section 4.11(bAgreement except: 21.5.1 an announcement in a form agreed by the Buyers and the Sellers; and 21.5.2 any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Buyers or the Sellers, as the case may be). 21.6 The provisions of the Confidentiality Agreement are hereby terminated, provided that such termination shall be without prejudice to any claims of either Party which have arisen under the Confidentiality Agreement prior to the date hereof.

Confidentiality; Announcements. (a) Each Party agrees that during Except as expressly provided in this Section 20, the term terms of this Settlement Agreement and for a period of two all correspondence and discussions relating to this Settlement Agreement (2collectively, “Confidential Information”) years after the termination of this Agreement, it are confidential. The Parties shall, and shall cause its respective Representatives each of their Affiliates to, maintain the confidentiality of the Confidential Information and no Party, nor any of their Affiliates, shall now or hereafter disclose the Confidential Information to any third party except: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of each Party, (ii) as may be required by Applicable Law or order of a Governmental Authority of competent jurisdiction, including in connection with any public filings required to be made to the U.S. Securities and Exchange Commission (“SEC”) under Applicable Law, (iii) in confidence to the professional legal and financial counsel and accounting professionals representing such Party or such Affiliate, (iv) in confidence, under a written confidentiality agreement (with confidentiality terms and conditions no less restrictive than those set forth herein), to which (A) any Person covered or potentially to be covered by the releases, licenses, covenants or non-asserts granted herein or (B) any prospective licensee or sublicensee of any Patent subject to the releases, licenses, covenants or non-asserts granted herein, or (v) in civil litigation, but only insofar as the Confidential Information relatesto be disclosed is designated “Highly Confidential” or any other similar designation under a court approved protective order. With respect to the foregoing clause (ii), provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriateor Affiliate shall, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted permissible, provide the other Party to which the Confidential Information relates with prompt prior written notice of such requirement so that such Party to which the information relates Applicable Law or an Affiliate thereof may seekorder or public filing and, at its costthe written request of the other Party, use reasonable efforts to limit the disclosure of the Confidential Information, and to obtain a protective order or other remedy or waive compliance confidential treatment. Without limiting the generality of the foregoing, Zimmer acknowledges and agrees that Conformis may file this Settlement Agreement with the SEC; provided that, (A) pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, Conformis shall seek confidential treatment of those terms and conditions of this Section 4.11(aSettlement Agreement as mutually agreed by the Parties (such confidential treatment request, the “Request”) and (B) to the extent permitted by Applicable Law, Conformis shall promptly notify Zimmer in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion writing of any denial of such Confidential Information which is legally required Request by the SEC and provide Zimmer with a reasonable opportunity to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or comment on any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice denial in furtherance of its counsel. Notwithstanding seeking such confidential treatment (it being understood that, notwithstanding anything in this Agreement herein to the contrary, any Party and its respective Representatives terms of this Settlement Agreement that are publicly filed with the SEC without confidential treatment in accordance with the foregoing shall not be permitted considered to disclose any and all be Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderhereunder). (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related Notwithstanding anything in Section 20(a) to the foregoingcontrary, Conformis shall have the right to issue a press release with respect to this Settlement Agreement in the form attached hereto as Exhibit A on or as soon as reasonably practicable (and in any event within five (5) business days) after the Effective Date. Except as permitted in the immediately preceding sentence, neither Party shall issue a press release with respect to this Settlement Agreement without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b).Party. ActiveUS 179953249v.1

Confidentiality; Announcements. (a) Each Party The Seller acknowledges and agrees that during the term obligations of this Agreement confidentiality and for a period non-disclosure of two (2) years the Transferred Employees to the Seller, if any, and solely to the extent relating to disclosure to the Buyer or its Affiliates, shall terminate and be of no further force and effect from and after the termination of this AgreementClosing and the Seller hereby irrevocably waives compliance with such obligations. (b) From and after the Closing, it (i) the Seller shall, and shall cause its respective Representatives Affiliates and representatives to: (i) treat and , hold in strict confidence any Confidential Informationand all confidential information, data, documents and other information arising from or relating to the Purchased Assets, the Business and the Assumed Liabilities and (ii) the Parties shall, and will not use for any purpose shall cause their respective Affiliates and representatives to, hold in confidence all the terms and conditions of this Agreement and transactions contemplated hereunder. For the avoidance of doubt, the Parties acknowledge and agree that the (except x) Buyer and its Affiliates may disclose general information about the subject matter of this Agreement and the Business, in connection with the transactions contemplated by Buyer’s and its Affiliates’ fundraising, marketing, informational or reporting activities; and (y) the Seller may disclose such information, including this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates public accountants and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof as may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws applicable Law as interpreted by the Seller’s management, lawyers and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderpublic accountants. (bc) None of the Parties or Seller, the Buyer nor any of their respective Affiliates shall make issue or cause the publication of any press release or other public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or with respect to this Agreement or any matter related to the transactions contemplated hereby without prior consultation with the Buyer and the Seller, except as may be required by applicable Law. Notwithstanding the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement the Seller shall use reasonable efforts to redact any information regarding the valuation multiple or other communication is required by applicable Law (including pursuant to securities Laws any information regarding the Buyer, its Affiliates, or the rules investors, partners or shareholders thereof, other than the name of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, Buyer; and (ii) if desired by the Parties, the Buyer and the Seller shall cooperate to issue a joint press release on the Closing Date, which press release shall be mutually acceptable to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b)Buyer and the Seller.

Confidentiality; Announcements. (a) Each Party agrees that during Following the term of this Agreement and for a period of two (2) years after the termination of this AgreementClosing, it shallESCO shall maintain, and shall cause its respective Representatives toAffiliates to maintain, in confidence any non-public, proprietary, confidential information, including any non-public, proprietary, confidential information included in any Intellectual Property, of the Business (“Filtertek Confidential Information”) that they may have and such information shall not be disclosed by ESCO, its Affiliates, agents or representatives without the Buyer’s prior written consent, unless such information is: (i) treat and hold in strict confidence any Confidential Informationotherwise publicly available through no fault of ESCO or its Affiliates, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder agents or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligationsrepresentatives; (ii) in required to be disclosed pursuant to judicial order, regulation or law; or (iii) required to be disclosed by the event that it rules of the New York Stock Exchange or any of its respective Representatives other applicable exchange (it being understood that any information described in (i), (ii) or (iii) above shall not be considered Filtertek Confidential Information). If ESCO becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demands, or similar process) or is required by a regulatory body to disclose make any Confidential Informationdisclosure with respect to the Business that is prohibited by this Section 6.3, ESCO will provide Buyer with prompt notice (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written such notice is not prohibited by Law) of such requirement so that such Party to which the information relates or Buyer may seek an Affiliate thereof may seek, at its cost, a appropriate protective order or other remedy appropriate remedy. Subject to the foregoing, ESCO may furnish that portion (and only that portion) of such information that ESCO is legally compelled or waive compliance with is otherwise required to disclose. ESCO shall be responsible and liable for any breach of this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised 6.3 by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required its Affiliates, agents or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderrepresentatives. (b) None The Parties agree that ESCO shall prepare and issue a press release and file a Form 8-K and other disclosure under the Securities Exchange Act of 1934, as amended, and any other applicable federal, state or foreign securities laws, concerning the execution and delivery of this Agreement and the transactions contemplated hereby. Attached as Schedule 6.3 is the form of press release to be used by ESCO. The Parties agree that no other press release or any other public statement concerning the negotiation, execution and delivery of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, transactions contemplated hereby shall be issued or made without the prior written consent approval of both ESCO and the other Parties Buyer (such consents which approval shall not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is as required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), national securities association or over-the-counter market, foreign or domestic, as applicable, or applicable law or regulation, in which case the disclosing Party shall, making such disclosure will first provide to the extent permitted by applicable Lawother Party the text of the proposed disclosure, first allow the reasons such other Parties to review such announcement or communication disclosure is required and the opportunity time and manner in which the disclosure is intended to comment thereon and be made. This shall not limit Buyer’s right to communicate the disclosing Party shall consider such comments in good faith, and (ii) Closing of the transaction directly to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b)customers and suppliers of the Business.

Confidentiality; Announcements. (a) Each Party agrees In addition to the terms and conditions of the Confidentiality Agreement, Buyer acknowledges that, in the course of its investigations of the Company, Buyer and its Affiliates and their Representatives may have become aware of confidential information and non-public documents of Manitex and its Affiliates, and that during the term its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to Manitex and its Affiliates. Buyer covenants that following Closing, all information and documents concerning Manitex and its Affiliates reviewed by Buyer or its Affiliates or their Representatives in connection with this Agreement and for a period of two (2) years after or the termination of this Agreementtransactions contemplated hereby to the extent not related to the Business, it shall, shall be maintained in confidence and shall cause its respective not be disclosed or used by Buyer, the Company or their Representatives to: without Manitex’s prior written consent, unless such information is (i) treat and hold in strict confidence any Confidential Informationotherwise publicly available through no breach of this Section 5.4, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) required to be disclosed pursuant to law, order or regulation of a court or tribunal or Governmental Entity, or (iii) disclosed to any person that proposes to finance, in whole or in part, the event that it purchase of the Company, solely for the purpose of permitting such party to evaluate the advisability of providing such financing. If Buyer or any of its respective Representatives the Company becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demands, or similar process) or is required by a regulatory body to disclose make any Confidential Informationdisclosure with respect to Manitex or its Affiliates that is prohibited by this Section 5.4, Buyer will provide Manitex with notice as early as reasonably practicable prior to disclosure (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written such notice is not prohibited by law) of such requirement so that such Party to which the information relates or Manitex may seek an Affiliate thereof may seek, at its cost, a appropriate protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderremedy. (b) None The Parties agree that no press release or other public statement concerning the negotiation, execution and delivery of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, transactions contemplated hereby shall be issued or made without the prior written consent approval of the other Parties both Manitex and Buyer (such consents which approval shall not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is as required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange, national securities association or over-the-counter market, foreign or domestic, as applicable, or applicable law or regulation (in either case, as set forth in a written opinion of counsel), in which case the disclosing Party shall, making such disclosure will first provide to the extent permitted by applicable Law, first allow such all other Parties to review the text of the proposed disclosure, the reasons such announcement or communication disclosure is required and the opportunity time and manner in which the disclosure is intended to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, be made. The Parties agree that any initial press release or other communication approved and any Securities and Exchange Commission filing to be made in accordance with respect of the transactions contemplated by this Section 4.11(b)Agreement shall be in the form heretofore agreed to by Manitex and Buyer, provided that Buyer’s approval of such items shall not be unreasonably withheld.

Confidentiality; Announcements. (a) In addition to the terms, provisions and covenants of the Mutual Confidentiality Disclosure Agreement dated February 25, 2016, between CapVest Partners LLP, Glo Holdco S.C.A. and Mallinckrodt LLC, as amended to date (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms, each Buyer acknowledges that, in the course of its investigations of the Business, such Buyer and its representatives have and will become aware of confidential information and documents related to the businesses of the Sellers and their Affiliates (including the Business), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the businesses of the Sellers and their Affiliates (including the Business). Each Party agrees Buyer covenants that during prior to Closing or in the term of event that Closing does not occur, all information and documents reviewed by such Buyer or its representatives in connection with this Agreement or the transactions contemplated hereby and, following Closing, all such information and documents to the extent related to the businesses of the Sellers and their Affiliates (other than the Business) or any of the Excluded Assets or the Excluded Liabilities and any confidential information otherwise known to such Buyer (including through any Transferred Employee) with respect to businesses operated by the Sellers or any of their Affiliates (other than the Business), shall, for a period of two three (23) years after following (x) the Closing Date or (y) the date of termination of this Agreement, it as applicable, be maintained in confidence and shall not be disclosed or used by such Buyer, and such Buyer shall cause its representatives not to disclose or use such information, without Mallinckrodt UK’s prior written consent, unless such Buyer can demonstrate that such information (i) is otherwise publicly available through no breach by either Buyer or any of their Affiliates of the obligations set forth in this Section 6.4(a), (ii) is required to be disclosed pursuant to judicial order, regulation or Law, (iii) is required to be disclosed by the rules of a securities exchange on which such Buyer may from time to time be listed, (iv) was already in the possession of such Buyer or its Affiliates prior to or independently of disclosure hereunder without breach of any obligation owed to a third party with respect to such information, or (v) is reasonably required to be disclosed to, and only to the extent of any such required disclosure to, any Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source), so long as such Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source) are required to maintain the confidentiality of such information. With respect to information and documents related to the Business, at the Sellers’ request in the event that this Agreement is terminated, and, at the Sellers’ request at any time with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by the Sellers or any of their Affiliates, each Buyer shall, and shall cause its respective Representatives representatives to: , promptly destroy all information and documents to the extent they contain any information concerning (ias applicable) treat and hold in strict confidence any Confidential Informationthe Business, and will not use for any purpose (except in connection with the transactions contemplated Excluded Assets, the Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder the Sellers or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of their Affiliates, as the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall case may be permitted to disclose (including any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current copies thereof or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in extracts therefrom). In the event that it any Buyer or any of its respective Representatives representatives becomes legally compelled to disclose any Confidential Informationinformation or documents that are subject to any non-disclosure obligation set forth in this Section 6.4(a), (A) such Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Sellers with prompt written notice of before such requirement so that such Party disclosure, if legally permissible, sufficient to which enable the information relates Sellers or an Affiliate thereof may seektheir Affiliates either to seek a protective order, at its costtheir expense, a protective order or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance in writing (in whole or in part) with the provisions of this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder6. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b).

Confidentiality; Announcements. (a) Each Party GEO shall comply in all respects with its disclosure obligations pursuant to section 10 of that certain Confidentiality Agreement, dated as of September 4, 2013, between the Company, the Creditor and the other Recipients party thereto (as amended, the “NDA”). GEO hereby acknowledges and agrees that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, it shall, and shall cause its respective Representatives to: (i) treat the NDA has been terminated and hold the Creditor has no further obligations of confidentiality thereunder, with respect to the Confidential Information (as defined in strict confidence the NDA) or otherwise, and (ii) the Creditor does not have any confidentiality obligations to the Company or with respect to any Confidential Information, and will shall not use for have any purpose (except such obligations unless and until the Creditor, in connection its sole discretion, enters into a new confidentiality agreement with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriateCompany, in each which case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment Creditor’s confidentiality obligations will be accorded limited to those expressly set forth in such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderagreement. (b) None of Unless and until this Agreement is terminated in accordance with Section 9 hereof, except for the Parties press release contemplated by Section 2(f) (Participation Terms) or a disclosure made in accordance with Section 8(c) below, neither GEO (directly or indirectly through any of their respective Affiliates shall its subsidiaries or controlled affiliates) nor the Creditor will issue or make any reports, statements or releases to the public announcement or issue any public communication regarding any of generally to the Parties employees, customers, suppliers or any of their respective Affiliates or other persons with whom such party has significant business relationships with respect to this Agreement or any matter related to the foregoing, transactions contemplated hereby without the prior written consent of the other Parties party, which consent shall be promptly provided and not unreasonably withheld. (c) In the event that the Creditor receives any information from GEO or any of its subsidiaries or their respective directors, officers, employees, affiliates, agents, attorneys, auditors, representatives or advisors (collectively, the “Authorized Persons”) to the extent not publicly disclosed (including, without limitation, through any public filing), which would reasonably be expected to be material to an investor making an investment decision with respect to the purchase or sale of the Company’s debt securities (such consents not to be unreasonably withheldinformation, conditioned or delayed“Investor Confidential Information”), except the Creditor may, at any time in its sole discretion, by written notice to the Company (a “Disclosure Notice”), require that the Company disclose the Investor Confidential Information described in such notice. The Company shall, within forty-eight (48) hours after the date of any Disclosure Notice (the “Disclosure Time”), disclose and make generally available to the public (through the issuance of a press release reported by the Dow Xxxxx News Services, The Associated Press or a comparable national news service or other similar form of public communication which shall be posted to the Company’s website) the Investor Confidential Information; provided, however, that the Company’s obligations under this Section 8(c) shall not apply to Investor Confidential Information that is subject to a confidentiality agreement that the Creditor enters into with the Company after the date hereof. The parties hereto acknowledge that the Investor Confidential Information may include any or all of the Financial Information and the nature, substance, status, and terms of any discussions or negotiations that have taken place and/or are taking place concerning the Restructuring between the Company, on the one hand, and the Creditor (or each of their respective Authorized Persons), any Participating Creditor, or any other person or entity in possession of Confidential Information, including, without limitation, any conciliador appointed in the Concurso Mercantil Proceeding or the Mexican federal judge presiding over the Concurso Mercantil Proceeding, on the other hand. The Company shall provide the Creditor with: (a) a draft of such press release (which may be by email) at least twenty four (24) hours prior to the Disclosure Time; and (b) the opportunity to review and comment on such press release. The Company shall consider all comments received from the Creditor and shall, in any event, accept all comments necessary to provide full disclosure of any Investor Confidential Information. If the Company does not disclose the Investor Confidential Information by the Disclosure Time pursuant to the terms set forth herein, the Creditor may seek specific performance of the Company’s obligations hereunder, or in the alternative the Creditor is authorized, in its sole discretion, to disclose and make generally available to the public through the issuance of a press release or similar form of public communication such Investor Confidential Information (the “Disclosure Right”); provided, however, that prior to exercising its Disclosure Right, the Creditor shall provide the Company with (i) if such announcement written notice (which may be by email) of its breach or other communication is required failure to disclose the Investor Confidential Information by applicable Law (including the Disclosure Time pursuant to securities Laws or the rules of any national securities exchangethis Section 8(c), in which case notice shall include a description of the disclosing Party shall, Investor Confidential Information that the Creditor intends to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, disclose and (ii) at least twenty four (24) hours’ notice (which may be by email) of its intention to make such disclosure in order to permit the Company to make such disclosures (the “Cure Time”); provided that nothing shall prohibit the Creditor from disclosing the Investor Confidential Information at the end of the Cure Time. If the Company does not fully disclose all such Investor Confidential Information by the Cure Time, the Creditor may, in its sole discretion, disclose and make generally available to the extent such announcements or other communications contain only information previously disclosed in public through the issuance of a public statement, press release or other similar form of public communication approved in accordance with this Section 4.11(b)such Investor Confidential Information at any time after the Cure Time without further notice to the Company.

Confidentiality; Announcements. 21.1 Each Party shall keep confidential and shall procure that each and every Affiliate of such Party keeps confidential: 21.1.1 the negotiations relating to and concerning this Agreement; 21.1.2 the subject matter and terms and conditions of this Agreement; 21.1.3 in the case of the Seller: (a) Each Party agrees that during all confidential information of the term Buyer and its Affiliates made available to the Seller by the Buyer in the course of this Agreement and for a period of two (2) years after the termination negotiations preceding the signing of this Agreement; and (b) all information relating to the Buyer’s Group; and 21.1.4 in the case of the Buyer: (a) all confidential information of the Seller and its Affiliates made available to the Buyer by the Seller in the course of the negotiations preceding the signing of this Agreement; and (b) all information relating to the Seller’s Group, it shallbeing understood that nothing in this clause shall require the Buyer to keep any information relating to the Company confidential once Closing has occurred. 21.2 Either Party may disclose any information that it is required to keep confidential under this clause: 21.2.1 to such employees, professional advisers, consultants, or officers of itself and shall cause its respective Representatives to: direct or indirect shareholders and any Affiliate of such Party as is reasonably necessary to advise on this Agreement, or to facilitate the transactions provided for in this Agreement, provided the disclosing Party procures that any Person to whom the information is disclosed keeps it confidential and adheres to the provisions of this clause 21 as if he were that Party; or 21.2.2 with the other Party’s written consent; or 21.2.3 to the extent that the disclosure is required: (ia) treat and hold in strict confidence by Regulatory Requirements; (b) by a Competent Authority; (c) to make any Confidential Informationfiling with, and will not use for or obtain any purpose (except authorisation from, a Competent Authority in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available ; or (d) to protect the disclosing Party’s interest in any third party legal proceedings; but will use reasonable endeavours to consult the other Party and to take into account any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, reasonable requests it may have received in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide relation to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderdisclosure before making it. 21.3 The provisions of this clause 21 will continue to have effect for the period of five (b5) None of years from the Parties or any of their respective Affiliates Closing Date. 21.4 No Party shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, formal press release or other communication approved public announcement in accordance connection with this Section 4.11(bAgreement except: 21.4.1 an announcement in a form agreed by the designated representatives of the Buyer and of the Seller; and 21.4.2 any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Buyer or the Seller, as the case may be).

Confidentiality; Announcements. (a) In addition to the terms, provisions and covenants of the Mutual Confidentiality Disclosure Agreement dated February 25, 2016, between CapVest Partners LLP, Glo Holdco S.C.A. and Mallinckrodt LLC, as amended to date (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms, each Buyer acknowledges that, in the course of its investigations of the Business, such Buyer and its representatives have and will become aware of confidential information and documents related to the businesses of the Sellers and their Affiliates (including the Business), and that its use of such confidential information and documents, or communication of such information to third parties, could be detrimental to the businesses of the Sellers and their Affiliates (including the Business). Each Party agrees Buyer covenants that during prior to Closing or in the term of event that Closing does not occur, all information and documents reviewed by such Buyer or its representatives in connection with this Agreement or the transactions contemplated hereby and, following Closing, all such information and documents to the extent related to the businesses of the Sellers and their Affiliates (other than the Business) or any of the Excluded Assets or the Excluded Liabilities and any confidential information otherwise known to such Buyer (including through any Transferred Employee) with respect to businesses operated by the Sellers or any of their Affiliates (other than the Business), shall, for a period of two three (23) years after following (x) the Closing Date or (y) the date of termination of this Agreement, it as applicable, be maintained in confidence and shall not be disclosed or used by such Buyer, and such Buyer shall cause its representatives not to disclose or use such information, without Mallinckrodt UK’s prior written consent, unless such Buyer can demonstrate that such information (i) is otherwise publicly available through no breach by either Buyer or any of their Affiliates of the obligations set forth in this Section 6.4(a), (ii) is required to be disclosed pursuant to judicial order, regulation or Law, (iii) is required to be disclosed by the rules of a securities exchange on which such Buyer may from time to time be listed, (iv) was already in the possession of such Buyer or its Affiliates prior to or independently of disclosure hereunder without breach of any obligation owed to a third party with respect to such information, or (v) is reasonably required to be disclosed to, and only to the extent of any such required disclosure to, any Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source), so long as such Debt Financing Source (and any Affiliate or professional advisor of such Debt Financing Source) are required to maintain the confidentiality of such information. With respect to information and documents related to the Business, at the Sellers’ request in the event that this Agreement is terminated, and, at the Sellers’ request at any time with respect to information and documents related to the Excluded Assets, the Excluded Liabilities or other businesses operated by the Sellers or any of their Affiliates, each Buyer shall, and shall cause its respective Representatives representatives to: , promptly destroy all information and documents to the extent they contain any information concerning (ias applicable) treat and hold in strict confidence any Confidential Informationthe Business, and will not use for any purpose (except in connection with the transactions contemplated Excluded Assets, the Excluded Liabilities or other businesses operated by this Agreement, performing its obligations hereunder the Sellers or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of their Affiliates, as the Confidential Information without the prior written consent of the Party to which the Confidential Information relates, provided however that each Party shall case may be permitted to disclose (including any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current copies thereof or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in extracts therefrom). In the event that it any Buyer or any of its respective Representatives representatives becomes legally compelled to disclose any Confidential Informationinformation or documents that are subject to any non-disclosure obligation set forth in this Section 6.4(a), (A) such Buyer shall provide to the extent legally permitted the Party to which the Confidential Information relates Sellers with prompt written notice of before such requirement so that such Party disclosure, if legally permissible, sufficient to which enable the information relates Sellers or an Affiliate thereof may seektheir Affiliates either to seek a protective order, at its costtheir expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance in writing (in whole or in part) with the provisions of this Section 6.4. In addition to and in furtherance of the foregoing, each Buyer shall use commercially reasonable efforts, and at the request and expense of the Sellers, to cooperate with the Sellers and their Affiliates in seeking to obtain a protective order or other appropriate remedy preventing or waive compliance with this Section 4.11(a) and (B) in the event that prohibiting such protective order disclosure or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances reliable assurance that confidential treatment will be accorded such Confidential Information; and (iii) in information. In the event that it of any conflict or any inconsistency between the provisions of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of Confidentiality Agreement, the SEC and the Nasdaq Stock Market promulgated thereunderformer shall prevail in all cases. (b) None For a period of three (3) years following the Parties Closing Date, Mallinckrodt UK shall maintain, and shall cause its Affiliates to maintain, in confidence any information they may have in relation to the Business, other than with respect to the Excluded Assets and the Excluded Liabilities, and such information shall not be disclosed or used by Mallinckrodt UK or its Affiliates without the Buyers’ prior written consent, unless Mallinckrodt UK and its Affiliates can demonstrate such information (i) is otherwise publicly available through no breach by Mallinckrodt UK or any of its Affiliates of the obligations set forth in this Section 6.4(b), (ii) is required to be disclosed pursuant to judicial order, regulation or Law, or (iii) is required to be disclosed by the rules of the New York Stock Exchange or any other exchange on which the securities of Mallinckrodt UK’s ultimate parent company is listed. In the event that Mallinckrodt UK or any of its representatives becomes legally compelled to disclose any information or documents that are subject to any non-disclosure obligation set forth in this Section 6.4(b), Mallinckrodt UK shall provide the Buyers with prompt written notice before such disclosure, if legally permissible, sufficient to enable the Buyers or their respective Affiliates either to seek a protective order, at their expense, or other appropriate remedy preventing or prohibiting such disclosure or to waive compliance in writing (in whole or in part) with the provisions of this Section 6.4. In addition to and in furtherance of the foregoing, Mallinckrodt UK shall use commercially reasonable efforts, and at the request and expense of the Buyers, to cooperate with the Buyers and their Affiliates in seeking to obtain a protective order or other appropriate remedy preventing or prohibiting such disclosure or other reliable assurance that confidential treatment will be accorded such information. (c) No Party shall, and each Party shall cause its Affiliates not to, make any public announcement or issue at any public communication regarding any of the Parties or any of their respective Affiliates or time concerning this Agreement or any matter related to the foregoing, transactions contemplated herein without the prior written consent approval of the other Parties (which approval shall not unreasonably be withheld) and without giving the other Parties a meaningful opportunity (as practicable under the circumstances) to review and comment on any such consents not to be unreasonably withheldproposed public announcement. Notwithstanding the immediately preceding sentence, conditioned or delayed), except (i) if in the event any Party reasonably determines that any such public announcement or other communication is required by applicable Law Law, such Party shall give the other Parties advance written notice of, and a meaningful opportunity (including pursuant as practicable under the circumstances) to securities Laws or review and comment on, the rules proposed form and substance of any national securities exchange)such announcement. The Party whose proposed announcement is the subject of review shall consider carefully and in good faith all comments timely received from the other Parties, in which case but nothing shall interfere with the disclosing right of any Party shall, making any public announcement from making the final determination as to the extent permitted form and nature of any public disclosure it feels is legally required. The Parties do plan to issue a press release (either independently or jointly) promptly after the execution of this Agreement, and in that regard each Party has reviewed and commented on the other Party’s proposed press release in a manner consistent with the requirements of this Section 6.4(c). (d) Each Party acknowledges that any breach by applicable Law, first allow such it of the confidentiality obligations set forth in this Section 6.4 may cause the other Parties irreparable harm for which compensation by monetary damages would be inadequate and, therefore, any Party that has been harmed by any such breach shall have the right to review such announcement seek an injunction or communication decree for specific performance and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements injunctive or other communications contain only information previously disclosed equitable relief as a remedy for any such breach and each of the Parties further agrees to waive any requirement for the security or posting of any bond in a public statement, press release connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or other communication approved in accordance with this Section 4.11(b)equity to each of the Parties.

Confidentiality; Announcements. 20.1 Each Party shall keep confidential and shall procure that each and every Affiliate of such Party keeps confidential: 20.1.1 the negotiations relating to and concerning this Agreement; 20.1.2 the subject matter and terms and conditions of this Agreement; 20.1.3 in the case of the Seller, all confidential information of the Buyer and its Affiliates made available to the Seller by the Buyer in the course of the negotiations preceding the Signing Date; and 20.1.4 in the case of the Buyer, all confidential information of the Seller and its Affiliates and the Group made available to the Buyer by the Seller its Affiliates or representatives in the course of the negotiations preceding the Signing Date, provided that nothing in this clause 20.1.4 shall require the Buyer to keep any information relating to the Group confidential once Closing has occurred. 20.2 Either Party may disclose any information that it is required to keep confidential under this clause: 20.2.1 to such employees, professional advisors, consultants, or officers of itself and its shareholders and any Affiliate of such Party as is reasonably necessary to advise on this Agreement, or to facilitate the transactions provided for in this Agreement, provided the disclosing Party procures that any person to whom the information is disclosed keeps it confidential and adheres to the provisions of this clause 20 as if he were that Party; or 20.2.2 with the other Party's written consent; or 20.2.3 to the extent that the disclosure is deemed necessary; or 20.2.4 to the extent that the disclosure is required: (a) Each Party agrees that during the term of this Agreement and for by Regulatory Requirements; (b) by a period of two Competent Authority; (2c) years after the termination of this Agreementto make any filing with, it shallor obtain any authorisation from, and shall cause its respective Representatives to: (i) treat and hold in strict confidence any Confidential Information, and will not use for any purpose (except a Competent Authority in connection with the transactions contemplated by this Agreement; or (d) to protect the disclosing Party's interest in any legal proceedings; but will use reasonable endeavours to consult the other Party and to take into account any reasonable requests it may have received in relation to the disclosure before making it. 20.3 Each Party must supply the other with any information about itself, performing any Affiliate of such Party, its obligations hereunder business or enforcing its rights hereunder), nor directly this Agreement as the other may reasonably require for the purposes of satisfying any Regulatory Requirements or indirectly disclose, distribute, publish, disseminate or otherwise make available to requirements of any third party any of the Confidential Information without the prior written consent of the Party securities exchange to which the Confidential Information relates, provided however that each requiring Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereundersubject. 20.4 The provisions of this clause 20 will continue to have effect for the period of two (b2) None of years from the Parties or any of their respective Affiliates Closing Date. 20.5 No Party shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, formal press release or other communication approved public announcement in accordance connection with this Section 4.11(bAgreement except: 20.5.1 an announcement in a form agreed by the Buyer and the Seller; and 20.5.2 any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Buyer or the Seller, as the case may be). 20.6 The provisions of the Confidentiality Agreement are hereby terminated, provided that such termination shall be without prejudice to any claims of either Party which have arisen under the Confidentiality Agreement prior to the date hereof.

Confidentiality; Announcements. (a) Each Party From the date hereof through the Closing, each party hereto agrees that during it shall not, except to the term extent required by applicable Law or agreements with or rules of any stock exchange or other applicable Governmental Authority, without the other party’s prior written consent, disclose to any person (other than its equity holders, affiliates, directors, officers, employees, agents, investment bankers, attorneys, accountants, consultants, advisors and other representatives who agree to be bound by this Section 5.4(a), and only on a need-to-know basis as necessary to evaluate or consummate the transactions contemplated hereby) the existence or contents or status of this Agreement and for a or such transactions or that any discussions or negotiations are taking place or have taken place concerning such transactions, or any other facts or non-public confidential information provided to the other party in connection with or with respect to such transactions. The parties agree that the confidentiality provisions set forth in this Section 5.4(a) shall terminate upon the Closing. (b) For the five-year period of two (2) years after following the termination of this AgreementClosing, it Seller shall, and shall cause its respective Representatives Controlled Affiliates to: , and shall use commercially reasonable efforts to cause its representatives and the representatives of its Controlled Affiliates to, hold in confidence any and all information, whether written or oral, concerning the Business and the Purchased Assets, except to the extent that such information (i) treat is required to be disclosed by judicial or administrative process or by other requirements of Law or by any Governmental Authority or in the course of inspections, examinations or inquiries by a regulatory or self-regulatory authority that has requested or required the inspection of records; (ii) is required to be disclosed in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Seller or any of its Affiliates or representatives in the course of any Proceeding to which Seller or any of its Affiliates or representatives is a party (other than a Proceeding under clause (iii) below); or (iii) in order to enforce its rights under this Agreement or any other Ancillary Agreement; provided that, in the case of the foregoing clauses (i) and hold in strict confidence (ii), the disclosing party shall, to the extent legally permitted and reasonably practicable under the circumstances, notify Buyer of such intended disclosure and reasonably cooperate with Buyer to limit or restrict such disclosure, at the sole cost and expense of Buyer. (c) Seller and Buyer shall (and shall cause their respective Affiliates to) consult with each other as to the form, substance and timing of any Confidential Information, and will not use for press release or other public disclosure related to this Agreement or any purpose (except in connection with Ancillary Agreement or the transactions contemplated hereby and thereby, and no such press release or other public disclosure shall be made by this Agreement, performing its obligations hereunder any party hereto (or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party by any of the Confidential Information their respective Affiliates) without the prior written consent of the Party to Seller and Buyer, which the Confidential Information relates, consent shall not be unreasonably withheld or delayed; provided however that each Party shall be permitted to disclose (i) any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know party may make such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information disclosure to the extent required by U.S. federal securities Laws and the Law (including rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunder. (b) None of the Parties any relevant stock exchange on which such party’s or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (iits Affiliate’s securities are listed) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) unless prohibited by Law, such party shall provide prompt written notice to the extent other party of any such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication approved in accordance with this Section 4.11(b)required disclosure.

Confidentiality; Announcements. (a) Each 16.1 Any information or documents relating to a Party agrees that during the term of or their respective businesses and made available to another Party in connection with this Agreement and for a period of two (2) years after the termination of shall not be disclosed to third parties or published unless required by applicable law, rules or regulations. However, this Agreement, it shall, and obligation shall cause its respective Representatives to: not apply to information that is proven (i) treat and hold in strict confidence to have been (or have become) generally available (public domain) without breach of any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party obligation of any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relatesParties, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide have been known to the extent legally permitted disclosing Party prior to the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seekdisclosure, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in to have been independently developed by the event that it disclosing Party, or (iv) to have been received by the disclosing Party from a third party without any violation of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion obligation of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement third party owed to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderdisclosing Party. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing16.2 Neither Party shall, without the prior written consent of the respective other Party, disclose the content of this Agreement to third parties or make any information relating thereto available to third parties. This shall not, however, apply to the extent a Party or an affiliate of a Party is obliged to make any announcement or disclosure under applicable law or regulation. The right of the Parties (to disclose matters to advisers who are bound by law to professional secrecy shall remain unaffected. Notwithstanding the foregoing, the Purchaser shall be entitled to disclose the contents of this Agreement in connection with a potential partnering transaction upon five Business Days notice to PFIZER unless PFIZER reasonably refuses consent within such consents not time period and further provided that the Purchaser shall only be entitled to be unreasonably withheld, conditioned or delayed), except disclose the contents of this Agreement to a potential partner that (i) if such is bound by an obligation of confidenti- ality and (ii) has been permitted to conduct due diligence on the Purchaser new drug application for its inhaled insulin product. 16.3 Unless otherwise provided for in this Agreement, neither Party shall make any public announcement regarding the entering into of this Agreement without the prior written consent of the other Parties, unless (i) in a reasonable judgment of a Party, required by, or other communication is appropriate under applicable law or regulation, or (ii) except as required by applicable Law (including pursuant to securities Laws or perform this Agreement. Reasonably prior to any permitted announcement the rules of any national securities exchange), in which case Party wishing to make the disclosing Party announcement shall, to the extent permitted by applicable Lawpossible without violation of legal restrictions, first allow such notify the other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faiththereof, and (ii) provide to the extent such announcements or other communications contain only information previously disclosed in a public statementParty the proposed wording of the announcement, press release or consult with the other communication approved in accordance with this Section 4.11(b)Party and take any requests of the other Party into due consideration.

Confidentiality; Announcements. 21.1 Each Party shall keep confidential and shall procure that each and every Affiliate of such Party keeps confidential: 21.1.1 the negotiations relating to and concerning this Agreement; 21.1.2 the subject matter and terms and conditions of this Agreement; 21.1.3 in the case of the Seller: (a) Each Party agrees that during all confidential information of the term Buyer and its Affiliates made available to the Seller by the Buyer in the course of the negotiations preceding the signing of this Agreement Agreement; (b) all information provided to Seller pursuant to Section 17.3; and (c) all information relating to the Company; and 21.1.4 in the case of the Buyer, all confidential information of the Seller and for a period its Affiliates and the Company made available to the Buyer by the Seller, its Affiliates or representatives in the course of two (2) years after the termination negotiations preceding the signing of this Agreement, provided that nothing in this Section 21.1.4 shall require the Buyer to keep any information relating to the Company confidential once Closing has occurred. 21.2 Notwithstanding the foregoing, either Party may disclose any information that it shallis otherwise required to keep confidential under this Section, provided however that any information on CSCD which is not retrievable from CSCD’s website or has not been filed with the U.S. Securities and Exchange Commission shall cause only be disclosed upon CSCD’s prior written consent: 21.2.1 intentionally left blank; 21.2.2 to such employees, professional advisors, consultants, or officers of itself and its respective Representatives to: shareholders and any Affiliate of such Party as is reasonably necessary to advise on this Agreement, or to facilitate the transactions provided for in this Agreement, provided the disclosing Party procures that any person to whom the information is disclosed keeps it confidential and adheres to the provisions of this Section 21 as if he were that Party; or 21.2.3 the terms of the transactions contemplated under this Agreement to the extent the disclosure is reasonably required for purposes of investor reporting and fund raising activities of Xxxxxxxxx with respect to existing and future investors in the Xxxxxxxxx funds; or 21.2.4 with the other Party’s written consent; or 21.2.5 to the extent that the disclosure is required: (ia) treat by Regulatory Requirements; in particular the Buyer may file a copy of this Agreement with the U.S. Securities and hold in strict confidence Exchange Commission; (b) by a Competent Authority; (c) to make any Confidential Informationfiling with, and will not use for or obtain any purpose (except authorization from, a Competent Authority in connection with the transactions contemplated by this Agreement; or (d) to protect the disclosing Party’s interest in any legal proceedings; but will use reasonable endeavors to consult the other Party and to take into account any reasonable requests it may have received in relation to the disclosure before making it. 21.3 Each Party must supply the other with any information about itself, performing any Affiliate of such Party, its obligations hereunder business or enforcing its rights hereunder), nor directly this Agreement as the other may reasonably require for the purposes of satisfying any Regulatory Requirements or indirectly disclose, distribute, publish, disseminate or otherwise make available to requirements of any third party any of the Confidential Information without the prior written consent of the Party securities exchange to which the Confidential Information relates, provided however that each requiring Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide to the extent legally permitted the Party to which the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seek, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in the event that it or any of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereundersubject. (b) None of the Parties or any of their respective Affiliates 21.4 No Party shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing, without the prior written consent of the other Parties (such consents not to be unreasonably withheld, conditioned or delayed), except (i) if such announcement or other communication is required by applicable Law (including pursuant to securities Laws or the rules of any national securities exchange), in which case the disclosing Party shall, to the extent permitted by applicable Law, first allow such other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, and (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, formal press release or other communication approved public announcement in accordance connection with this Section 4.11(bAgreement except: 21.4.1 an announcement in a form agreed by the Buyer and the Seller; and 21.4.2 any announcement required by any applicable Regulatory Requirements (provided that, unless such consultation is prohibited by Regulatory Requirements, it is made only after consultation with the Buyer or the Seller, as the case may be). 21.5 The provisions of the Confidentiality Agreement are hereby terminated subject to the occurrence of Closing, provided that such termination shall be without prejudice to any claims of either Party which have arisen under the Confidentiality Agreement prior to the date hereof.

Confidentiality; Announcements. (a) Each 20.1 Any information or documents relating to a Party, their respective businesses or the Business and made available to another Party agrees that during the term of in connection with this Agreement and for a period of two (2) years after the termination of shall not be disclosed to third parties or published unless required by applicable law, rules or regulations. However, this Agreement, it shall, and obligation shall cause its respective Representatives to: not apply to information that is proven (i) treat and hold in strict confidence to have been (or have become) generally available (public domain) without breach of any Confidential Information, and will not use for any purpose (except in connection with the transactions contemplated by this Agreement, performing its obligations hereunder or enforcing its rights hereunder), nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party obligation of any of the Confidential Information without the prior written consent of the Party to which the Confidential Information relatesParties, provided however that each Party shall be permitted to disclose any Confidential Information to its Affiliates and its and their respective employees, officers and directors, current or prospective partners, co-investors, financing sources, transferees or bankers, lenders, accountants, legal counsels, business partners, representatives or advisors who need to know such information as such disclosing Party deems appropriate, in each case only where such persons or entities are under appropriate nondisclosure obligations; (ii) in the event that it or any of its respective Representatives becomes legally compelled to disclose any Confidential Information, (A) provide have been known to the extent legally permitted disclosing Party prior to the Party to which disclosure by the Confidential Information relates with prompt written notice of such requirement so that such Party to which the information relates or an Affiliate thereof may seekother Party, at its cost, a protective order or other remedy or waive compliance with this Section 4.11(a) and (B) in the event that such protective order or other remedy is not obtained, or the Party to which the Confidential Information relates waives compliance with this Section 4.11(a), furnish only that portion of such Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and (iii) in to have been independently developed by the event that it disclosing Party, or (iv) to have been received by the disclosing Party from a third party without any violation of their respective Representatives is required or requested to disclose any Confidential Information to governmental authorities, furnish only that portion obligation of such Confidential Information which it deems appropriate in response to such requested based on the advice of its counsel. Notwithstanding anything in this Agreement third party owed to the contrary, any Party and its respective Representatives shall be permitted to disclose any and all Confidential Information to the extent required by U.S. federal securities Laws and the rules and regulations of the SEC and the Nasdaq Stock Market promulgated thereunderdisclosing Party. (b) None of the Parties or any of their respective Affiliates shall make any public announcement or issue any public communication regarding any of the Parties or any of their respective Affiliates or this Agreement or any matter related to the foregoing20.2 Neither Party shall, without the prior written consent of the respective other Party, disclose the contents of this Agreement to third parties or make any information relating thereto available to third parties. This shall not, however, apply to the extent a Party or an affiliate of a Party is obliged to make any announcement or disclosure under applicable law or regulation. The right of the Parties (to disclose matters to advisers who are bound by law to professional secrecy shall remain unaffected. Notwithstanding the foregoing, MannKind Corp. shall be entitled to disclose the contents of this Agreement in connection with a potential partnering transaction upon five Business Days notice to Pfizer Inc. unless Pfizer Inc. reasonably refuses consent within such consents not time period and further provided that MannKind Corp. shall only be entitled to be unreasonably withheld, conditioned or delayed), except disclose the contents of this Agreement to a potential partner that (i) if such is bound by an obligation of confidentiality and (ii) has been permitted to conduct due diligence on MannKind Corp.’s new drug application for its inhaled insulin product. 20.3 Unless otherwise provided for in this Agreement, neither Party shall make any public announcement regarding the entering into of this Agreement without the prior written consent of the other Parties, unless (i) in a reasonable judgment of a Party, required by, or other communication is appropriate under applicable law or regulation, or (ii) except as required by applicable Law (including pursuant to securities Laws or perform this Agreement. Reasonably prior to any permitted announcement the rules of any national securities exchange), in which case Party wishing to make the disclosing Party announcement shall, to the extent permitted by applicable Lawpossible without violation of legal restrictions, first allow such notify the other Parties to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faiththereof, and (ii) provide to the extent such announcements or other communications contain only information previously disclosed in a public statementParty the proposed wording of the announcement, press release or consult with the other communication approved in accordance with this Section 4.11(b)Party and take any requests of the other Party into due consideration.