Common use of Confidentiality/Public Announcement Clause in Contracts

Confidentiality/Public Announcement. (a) Except as otherwise required by law or the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex to the Purchaser, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other party.

Confidentiality/Public Announcement. 6.1. Each party hereto will hold in confidence and not divulge the financial terms of this Agreement, or the financial terms of the transactions contemplated hereby, except for (a) Except as otherwise disclosures made pursuant to Section 6.2 below, (b) disclosures required by law law, and (c) disclosure of information that already has been publicly disclosed without violation of this Agreement. 6.2. Each of the parties hereto agrees that it will not issue any press release or otherwise make any public statement or respond to any press inquiry with respect to this Agreement, or the rules and regulations transactions contemplated hereby, without the prior approval of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and party (which approval will not be unreasonably withheld), except as otherwise set forth in this Section 5.02may be required by applicable law, all Confidential Information furnished by Vertex to the Purchaserprovided that (a) it is recognized and agreed that (i) NGC, or its parent Northwestern Public Service Company ("NWPS"), may make an appropriate public announcement, as well as appropriate disclosures in filings (A) under the termsSecurities Exchange Act of 1934, conditions as amended, with the Securities and provisions Exchange Commission and the New York Stock Exchange, and/or (B) under the Securities Act of this Agreement and any other Transaction Document1933, shall be kept confidential by the Purchaseras amended, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoingfinancing transactions, the Purchaser may disclose such information to its actual and potential partnersincluding a possible MLP Transaction, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed EGC may make an appropriate public announcement, as well as appropriate disclosures in filings under the Securities Exchange Act of 1934, as amended, with the Securities and delivered Exchange Commission and the Resale Confidentiality Undertaking attached New York Stock Exchange, and (iii) the parties hereto may make disclosures to existing and prospective financing sources and related parties (such as Exhibit B rating agencies) according to their respective business needs and the need to obtain consents from such sources, as well as disclosures on a "need to know" basis to the Indenture. (b) Vertex parties' shareholders, noteholders, accountants and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releasesattorneys, in each case subject provided that confidential treatment is required by the disclosing parties of the parties receiving such disclosures. Each party shall give the other parties a copy of any public statement issued or filing made which contains any such disclosure prior to the Purchaser issuance or Vertex having a reasonable prior opportunity to review filing of any such public announcementstatement, provided that such copy and which announcement the information herein shall be held in a form mutually acceptable to confidence by the Purchaser and Vertex; and either party may thereafter disclose any information contained in recipient until such press release at any time without the consent of the other partystatement is filed.

Confidentiality/Public Announcement. (a) Except as otherwise required by law expressly authorized in this Agreement or the rules other Transaction Documents or except with the prior written consent of Seller, the Purchaser hereby agrees that (i) Portions of the exhibit, indicated by the xxxx “[***],” were omitted and regulations have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED it will use the Confidential Information solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information; (iii) it will not furnish or disclose to any securities exchange Person any Confidential Information; (iv) so long as, with respect to each item, such item is Confidential Information, and except with respect to internal communications or trading system private communications with the Purchaser’s Representatives (as defined below), it will not make use of the trademark, logo, service xxxx, trade dress or other xxxx or symbol identifying or associated with the Product, any manufacturer, distributor or supplier of the Product, or the FDA or any other Governmental Authority with similar regulatory authority Selling Parties and except (v) it shall take the same commercially reasonable steps to protect the Confidential Information as otherwise its takes to protect its own proprietary and confidential information. Notwithstanding anything to the contrary set forth in this Agreement, the parties acknowledge and agree that Confidential Information shall not include any information to the extent it can be established by competent written records (A) is, at the time of disclosure, or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of the Purchaser in breach of its obligations under this Section 5.02, all Confidential Information furnished by Vertex (B) was known to the Purchaser at the time of disclosure to the Purchaser, as well as (C) is, at the termstime of disclosure, conditions and provisions of or thereafter becomes, known to the Purchaser from a source that had a lawful right to disclose such information to others or (D) was independently developed by the Purchaser without use or reference to any Confidential Information. (b) Notwithstanding anything to the contrary set forth in this Agreement and or any other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement may, without the consent of Seller, (i) furnish or disclose Confidential Information of ImmunoGen or the Seller and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information Other Genentech Confidential Information to its or any of its Affiliates’ actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives)investors, co-investors, insurers and insurance brokers, underwriters, financing parties, equity holdersbankers, brokerslenders, advisors, lawyers, bankers, trustees and representatives; representatives (“Representatives”) on a need-to-know basis provided that such Persons (i) shall be informed of the confidential nature of such information and such Persons shall (Y) with respect to such Confidential Information of ImmunoGen or the Seller, be obligated under confidentiality obligations with respect to keep such information confidential pursuant on terms substantially similar to obligations this Section 5.02 for a period of at least [***] and (Z) with respect to such Other Genentech Confidential Information, have agreed in writing to be bound by confidentiality no less onerous than those set out herein or provisions at least as protective as this Section 5.02, (ii) furnish or disclose Confidential Information of ImmunoGen or the Seller and Other Genentech Confidential Information to any potential or actual purchaser, transferee or assignee of all or any portion of the Purchased Interest to whom the Purchaser is entitled to sell, transfer or assign the Purchased Interest (or portion thereof) under Section 8.04(d) of this Agreement provided that such potential or actual purchaser, transferee or assignee shall be informed of the confidential nature of such information and such potential or actual purchaser, transferee or assignee shall (Y) with respect to such Confidential Information of ImmunoGen or the Seller, be under confidentiality obligations with respect to such information on terms substantially similar to this Section 5.02 for a period of at least [***] and (Z) with respect to such Other Genentech Confidential Information, have executed agreed in writing to be bound by confidentiality provisions at least as protective as this Section 5.02 and delivered (iii) include disclosure of the Resale Confidentiality Undertaking attached as Exhibit B Purchase Price and the amount and nature of the Royalties in the footnotes to the IndenturePurchaser’s or any of its Affiliates’ financial statements, to the extent so required by the Purchaser’s Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED independent accountants, or include comparable disclosure in the Purchaser’s or any of its Affiliates’ unaudited quarterly financial statements provided that the recipients of such financial statements shall be under confidentiality obligations with respect to such information. Each party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. (bc) Vertex In the event that the Purchaser, its Affiliates or their respective Representatives are required by applicable law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information, the Purchaser shall, to the extent legally permitted, provide the Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that the Seller may seek a protective order or other appropriate remedy (and, if the Seller seeks such an order, the Purchaser, such Affiliates or such Representatives, as the case may be, shall provide, at the Seller’s expense, such cooperation as Seller shall reasonably require). Subject to the foregoing, the Purchaser, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information that is legally required to be disclosed; provided, however, that the Purchaser, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at the Seller’s expense) to obtain reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, the Purchaser may disclose the Confidential Information, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Purchaser’s rights hereunder or thereunder; provided that, the Purchaser acknowledge shall only disclose that each party willportion of the Confidential Information that its counsel advises that it is legally required to disclose and is necessary to disclose to enforce or perfect its rights and remedies hereunder and thereunder, after execution and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents (for purposes of clarity, the Purchaser shall not be required to seek confidential treatment with respect to any financing statements permitted under Section 2.01(d), but the forms of such initial financing statements will be provided to the Selling Parties for approval prior to filing, which shall not be unreasonably withheld). In any such event, Purchaser will not oppose action by Seller to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed. (e) Subject to Section 5.02(b), the Purchaser shall not, and shall cause its Affiliates not to, without the prior written consent of the Selling Parties, issue any press release or make Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document while such information remains Confidential Information, except if and to the extent that any such release or disclosure is required by applicable law or by any Governmental Authority of competent jurisdiction, in which case, Purchaser or its Affiliates, as the case may be, shall use commercially reasonable efforts to consult in good faith with the Selling Parties regarding the form and content thereof before issuing such press release or making such public announcement. The Selling Parties shall not, and shall cause their Affiliates and Representatives not to, reference the name of the Purchaser, its Affiliates or any of their respective Representatives in any press release or any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document while such information remains Confidential Information, except that the name of the Purchaser may be shown to the extent that a copy of this Agreement is filed by ImmunoGen with the Securities and Exchange Commission as part of any of ImmunoGen’s periodic filings under the Securities and Exchange Act of 1934, as amended, and also in the exhibit index included in that periodic filing that includes the copy of this Agreement. (f) Following the Closing, ImmunoGen and the Seller shall use commercially reasonable efforts (which for the avoidance of doubt shall not require ImmunoGen or the Seller to pay any amounts to Genentech or otherwise incur any monetary obligation to Genentech or to alter any of the financial terms of the License Agreement) to obtain Genentech’s consent to allow the Purchaser to provide the Primary Genentech Confidential Information to any potential or actual purchaser, transferee or assignee of all or any portion of the Purchased Interest to whom the Purchaser is entitled to sell, transfer or assign the Purchased Interest (or portion thereof) under Section 8.04(d) of this Agreement, make on terms to be agreed between ImmunoGen and the Seller (in consultation with the Purchaser) and Genentech. Each of ImmunoGen and the Seller also hereby agree that, notwithstanding anything to the contrary set forth in this Agreement and the Confidentiality Agreement, upon receipt of a public announcement consent from Genentech to the effect as described in the immediately preceding sentence, the Purchaser shall be entitled under this Agreement and the Confidentiality Agreement, without obtaining any consent from ImmunoGen or the Seller, to provide such Primary Genentech Confidential Information to any such potential or actual purchaser, transferee, or assignee to the extent permitted by the consent received from Genentech pursuant to this Section 5.02(f). (g) The confidentiality provisions set forth in this Section 5.02 supersede the provisions of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued Confidentiality Agreement in the form of one or more press releases, in each case subject all respects other than with respect to the Purchaser or Vertex having a reasonable prior opportunity Primary Genentech Confidential Information, with respect to review such public announcement, which the Confidentiality Agreement shall govern in all respects and which announcement this Section 5.02 shall be in a form mutually acceptable to the Purchaser of no force and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partyeffect.

Confidentiality/Public Announcement. (a) Except as otherwise required by law expressly authorized in this Agreement or the rules other Transaction Documents or except with the prior written consent of Seller, the Purchaser hereby agrees that (i) it will use the Confidential Information solely for the purpose of the transactions contemplated by this Agreement and regulations the other Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information; (iii) it will not furnish or disclose (by publication or otherwise) to any Person any Confidential Information; (iv) so long as, with respect to each item, such item is Confidential Information, and except with respect to internal communications or private communications with the Purchaser’s Representatives (as defined below), it will not make use of the trademark, logo, service xxxx, trade dress or other xxxx or symbol identifying or associated with the Product, any securities exchange manufacturer, distributor or trading system supplier of the Product, or the FDA Original Purchaser or any other Governmental Authority with similar regulatory authority the Selling Parties and except (v) it shall take the same commercially reasonable steps to protect the Confidential Information as otherwise its takes to protect its own proprietary and confidential information. Notwithstanding anything to the contrary set forth in this Section 5.02Agreement, all Confidential Information furnished by Vertex the parties acknowledge and agree that Purchaser’s obligations of confidentiality and non-use shall not apply to the Purchaserextent it can be established by competent written records that any such information (A) is, as well as at the termstime of disclosure, conditions and provisions or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of the Purchaser in breach of its obligations under this Section 6.02, (B) was known to the Purchaser at the time of disclosure to the Purchaser by the Selling Parties or Genentech, (C) is, at the time of disclosure, or thereafter becomes, known to the Purchaser from a source that had a lawful right to disclose such information to others or (D) was independently developed by the Purchaser without use or reference to any Confidential Information. (b) Notwithstanding anything to the contrary set forth in this Agreement and or any other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement may, without the consent of Seller, (i) furnish or disclose Confidential Information of ImmunoGen or the Seller and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information Genentech Confidential Information to its or any of its Affiliates’ actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives)investors, co-investors, insurers and insurance brokers, underwriters, financing parties, equity holdersbankers, brokerslenders, advisors, lawyers, bankers, trustees and representatives; representatives (“Representatives”) on a need-to-know basis provided that such Persons (i) shall be informed of the confidential nature of such information and such Persons shall (Y) with respect to such Confidential Information of ImmunoGen or the Seller, be obligated under confidentiality obligations with respect to keep such information confidential pursuant on terms substantially similar to obligations this Section 6.02 for a period of at least three (3) years and (Z) with respect to such Genentech Confidential Information, have agreed in writing to be bound by confidentiality no less onerous than those set out herein or provisions at least as protective as this Section 6.02 and Section 5 of the License Agreement for a period of ten (10) years after receipt of any such Genentech Confidential Information hereunder, (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other party.furnish or

Confidentiality/Public Announcement. (a) Except The Investor acknowledges that it has reviewed the Mutual Confidentiality Agreement dated July 3, 2003, between Xxxxxxxxxxx and Xxxxxx Associates, LLC, ("Xxxxxx") as otherwise required amended by law or Amendment No. 1, dated August 19, 2003 and Amendment No. 2, dated August 29, 2003 (as amended, the rules "Confidentiality Agreement") and regulations of any securities exchange or trading system or hereby agrees to be bound by the FDA or any other Governmental Authority with similar regulatory authority same terms and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex conditions that bind Xxxxxx to the Purchaserextent applicable to Representatives (as defined in the Confidentiality Agreement) of Xxxxxx. The Investor further agrees to defend, as well as indemnify and hold the termsPrincipal, conditions Xxxxxx, TDG and provisions of this Agreement their respective Affiliates harmless from and against, and to reimburse the Principal, Xxxxxx, TDG and their respective Affiliates with respect to, any other Transaction Documentand all losses, shall be kept confidential damages, liabilities, claims, judgments, settlements and fines (including expenses and reasonable attorneys' fees) incurred by the PurchaserPrincipal, Xxxxxx, TDG and shall be used their respective Affiliates caused by the Purchaser only or arising out of or in connection with this Agreement and a breach by the Investor of any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities term of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B Agreement to the Indentureextent applicable to Representatives (as defined in the Confidentiality Agreement). (b) Vertex The Investor shall not (and shall cause its Affiliates not to) issue any press release or public announcement concerning this Agreement or the Purchaser acknowledge that Transaction without obtaining the prior written approval of FFS Holdings which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of FFS Holdings, (i) disclosure is otherwise required by applicable law, provided that, to the extent required by applicable law, the party intending to make such release shall use its best efforts consistent with such applicable law to consult with the other party with respect to the text thereof or (ii) disclosure could adversely affect the consummation of the Transaction or the business of FFS (including as it relates to Xxxxxxxxxxx). (c) Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, commencing on the date hereof, the obligations of confidentiality contained herein and therein, as they relate to the transaction contemplated by this Agreement ("The Purchase"), shall not apply to the tax structure or tax treatment of The Purchase, and each party willhereto (and any employee, after execution representative, or agent of this Agreementany party hereto) may disclose to any and all persons, make a public announcement without limitation of any kind, the transactions contemplated by tax structure and tax treatment of The Purchase commencing on the Transaction Documents. Vertex and date hereof; provided, however, that such disclosure shall not include the Purchaser agree that after the Closing, public announcements may be issued in the form of one name (or more press releases, in each case subject other identifying information not relevant to the Purchaser tax structure or Vertex having a reasonable prior opportunity tax treatment) of any person and shall not include information for which nondisclosure is reasonably necessary in order to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partycomply with applicable securities laws.

Confidentiality/Public Announcement. (a) Except as otherwise expressly authorized in this Agreement or the other Transaction Documents or except with the prior written consent of the Disclosing Party, the Receiving Party hereby agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of the Disclosing Party; and (iii) it will not furnish or disclose to any Person any Confidential Information of the Disclosing Party. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, the Receiving Party may, without the consent of the Disclosing Party, but with prior written notice when permissible to the Disclosing Party, furnish or disclose Confidential Information of the Disclosing Party to (i) the Receiving Party’s Affiliates and their respective Representatives, actual or potential financing sources, investors or co-investors and permitted assignees, Buyers, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in order to provide or evaluate the provision of financing to the Receiving Party or any of its Affiliates or to assist the Receiving Party in evaluating the transactions contemplated by this Agreement and the other Transaction Documents or in exercising its rights and remedies and performing its obligations hereunder and thereunder and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03; and (ii) permitted assignees, Buyers, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in connection with such actual or potential assignment, sale or transfer, including, following any such assignment, sale or transfer, in order to exercise their rights and remedies and perform their obligations under this Agreement and the other Transaction Documents and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03. (c) In the event that the Receiving Party, its Affiliates or any of their respective Representatives is required by law applicable law, applicable stock exchange requirements or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy (and, if the Disclosing Party seeks such an order, the Receiving Party, such Affiliates or such Representatives, as the case may be, shall provide, at their expense, such cooperation as such Disclosing Party shall reasonably require). Subject to the foregoing, the Receiving Party, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that is legally required to be disclosed; provided, however, that the Receiving Party, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at their expense) to preserve the confidentiality of the Confidential Information of the Disclosing Party, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, in the event that the Receiving Party or any of its Affiliates receives a request from an authorized representative of a U.S. or foreign tax authority for a copy of this Agreement or any of the other Transaction Documents, the Receiving Party or such Affiliate, as the case may be, may provide a copy hereof or thereof to such tax authority representative without advance notice to, or the consent of, the Disclosing Party; provided, however, that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with written notice of such disclosure as soon as practicable. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, the Receiving Party may disclose the Confidential Information of the Disclosing Party, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Receiving Party’s rights hereunder or thereunder. (e) Neither Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the extent that any such release or disclosure is required by applicable law, by the rules and regulations of any securities applicable stock exchange or trading system or the FDA or by any other Governmental Authority of competent jurisdiction, in which case, the Party proposing (or whose Affiliate proposes) to issue such press release or make such public disclosure shall use commercially reasonable efforts to consult in good faith with similar regulatory authority the other Party regarding the form and except as otherwise set forth in this Section 5.02content thereof before issuing such press release or making such public announcement. (f) Except with respect to Buyer’s internal communications or private communications with its Representatives, all Confidential Information furnished by Vertex to the Purchaser, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, Buyer shall be kept confidential by the Purchasernot, and shall be used by the Purchaser only in connection with this Agreement cause its Representatives, its Affiliates and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information its Affiliates’ Representatives not to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities make use of the Purchaser and its agents and representatives)name, co-investorsnickname, insurers and insurance brokerstrademark, underwriterslogo, financing partiesservice xxxx, equity holderstrade dress or other name, brokersterm, advisors, lawyers, bankers, trustees and representativesxxxx or symbol identifying or associated with any Seller without such Sellers’ prior written consent to the specific use in question; provided that the consent of such Persons Seller shall not be required with respect to publication of such Seller’s name and logos in Buyer’s promotional materials, including without limitation the websites for Buyer and its Affiliates consistent with its use of other similarly situated Third Parties’ names and logos. (g) Buyer and each Seller hereby (i) shall be informed of agree that, notwithstanding the confidential nature of such information terms thereof, the Confidentiality Agreement is hereby terminated and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) acknowledge that this Agreement shall have executed and delivered the Resale supersede such Confidentiality Undertaking attached as Exhibit B Agreement with respect to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution treatment of this Agreement, make a public announcement of the transactions contemplated Confidential Information by the Transaction Documents. Vertex and the Purchaser agree that after the ClosingParties (including, public announcements may be issued in the form of one or more press releaseswithout limitation, in each case subject with regard to the Purchaser or Vertex having a reasonable prior opportunity Confidential Information previously provided pursuant to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partyConfidentiality Agreement).

Confidentiality/Public Announcement. (a) Except as otherwise required by law or the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.02, all All Confidential Information furnished by Vertex to the PurchaserDisclosing Party, as well as the terms, conditions and provisions of in connection with this Agreement and any other Transaction Document, Document and the transactions contemplated hereby and thereby shall be kept confidential by the PurchaserReceiving Party, and shall be used by the Purchaser Receiving Party only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser Receiving Party may disclose such information Confidential Information to its actual and existing or potential acquirers, partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees lenders or other sources of financing, advisors (including, without limitation, financial advisors, attorneys and accountants), trustees, representatives; , and other Persons on a need to know basis provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations the terms of confidentiality no less onerous than those set out herein or (iithis Section 5.04(a) and the Receiving Party shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B be responsible for such Person’s failure to the Indenturecomply with such obligations. (b) Vertex Each Party agrees not to disclose to any Third Party the terms and conditions of this Agreement or any other Transaction Document or issue any press release with respect to this Agreement or any other Transaction Document without the prior approval of the other Party, except a Party may disclose the terms and conditions hereof (i) to its existing or potential acquirers, partners, directors, employees, managers, officers, investors, bankers, lenders or other sources of financing, advisors (including, without limitation, financial advisors, attorneys and accountants), trustees, representatives, and other Persons on a need to know basis, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(b) and the Purchaser acknowledge that each party willParty disclosing such terms and conditions shall be responsible for such Person’s failure to comply with such obligations. Notwithstanding the foregoing, after the Parties agree upon a joint press release to announce the execution of this Agreement, make a public announcement of which is attached hereto as Exhibit M; thereafter, either Party may each disclose to Third Parties the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at without the need for further approval by the other Party. (c) In addition, a Party may disclose the Confidential Information of the other Party and the terms and conditions of this Agreement or the other Transaction Documents (i) as necessary to enforce the terms of this Agreement or the other Transaction Documents and (ii) comply with applicable law or the rules of a recognized stock exchange or order of any time court, administrative agency or other tribunal of competent jurisdiction, provided, however, that if a Party is required by applicable law, stock exchange or order to make any such disclosure it will [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. give reasonable advance notice to the other Party of such disclosure requirement and use its reasonable efforts to secure confidential treatment thereof and shall only disclose that portion thereof that, in the opinion of its legal counsel, is required to be disclosed. Further, with respect to any such disclosures made pursuant to applicable securities laws or made to investment or other analysts each Party shall consult with the other Party regarding the form, content and timing of such disclosures, provided that nothing in any Transaction Document shall prevent a Party from fully complying with applicable law or regulation. (d) This Agreement supersedes the Confidentiality Agreement between the Parties dated August 12, 2009 (the “Prior CDA”) with respect to information disclosed thereunder. All information exchanged between the Parties under the Prior CDA shall be deemed Confidential Information of the Disclosing Party and shall be subject to the terms of this Section 5.04. (e) Except with respect to CHRP’s internal communications or private communications with its representatives, CHRP shall not, and shall cause its representatives, its Affiliates and its Affiliates’ representatives not to make use of the name, nickname, trademark, logo, service xxxx, trade dress or other name, term, xxxx or symbol identifying or associated with NeurogesX without NeurogesX’s prior written consent to the specific use in question, provided that the consent of NeurogesX shall not be required with respect to publication of NeurogesX’s name and logos in CHRP’s promotional materials, including without limitation the websites for CHRP and its Affiliates consistent with its use of other partysimilarly situated Third Parties’ names and logos.

Confidentiality/Public Announcement. (a) Except as otherwise required by law or 13.1 During the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex to the Purchaser, as well as the terms, conditions and provisions term of this Agreement and for a period of three years thereafter (and notwithstanding any other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein termination or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution expiration of this Agreement), make a public announcement of NeoStem and HemaCare shall not use or reveal or disclose to third parties any confidential information received from the transactions contemplated by other party without first obtaining the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the written consent of the other party. Notwithstanding the above, the party to whom confidential information was disclosed (the "Recipient") shall not be in violation of this Agreement with regard to disclosure of information that Recipient can evidence by competent written proof (a) is or becomes part of the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient, (b) is already in Recipient's possession free of any obligation of confidence at the time it was communicated to the Recipient, (c) is disclosed to the Recipient by a third party having the right to do so, which third party did not obtain the same, directly or indirectly, from the other party, or (d) is in response to a valid order by a court or other governmental body (but solely to the extent of and pursuant to such order), provided that the Recipient provides the other party with prior written notice of any disclosure in response to a court or other governmental order so as to permit the. other party to seek confidential treatment of such information. The parties shall take reasonable measures to assure that no unauthorized use or disclosure is made by others to whom access to such information is granted. Nothing herein shall be construed as preventing either party from disclosing any information received from the other party to its employees, consultants, agents and affiliates, provided that such employees, consultants, agents and affiliates have undertaken a similar obligation of confidentiality with respect to the confidential information. No public announcement or other disclosure to any third party concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by any party to this Agreement, except as required by applicable law, rule or regulation, without first obtaining approval of the other party and agreement upon the nature and text of such announcement or disclosure. The party desiring to make any public announcement or other disclosure shall inform the other party of the proposed announcement or disclosure (pursuant to legal requirement, for recording purposes or otherwise) a reasonable time prior to public release, and shall provide the other party with a written copy of the proposed public statement, in order to solicit such party's written approval. Either party may disclose the existence and terms of this Agreement to potential third party financial investors in such party or a potential third party acquirer (provided that any such third party agrees to maintain the confidentiality of any such information provided to such third party).

Confidentiality/Public Announcement. (a) Except as otherwise required It is understood by law or the rules parties hereto that the information, documents and regulations of any securities exchange or trading system or the FDA instruments delivered to Seller Parties or any other Governmental Authority with similar regulatory authority Affiliate of Seller Parties by Buyer or any Affiliate of Buyer or its agents and except as otherwise set forth in the information, documents and instruments delivered to Buyer or any Affiliate of Buyer by Seller Parties or any Affiliate of Seller Parties or their agents including, without limitation, this Section 5.02Agreement and all documents delivered hereunder, are of a confidential and proprietary nature (“Confidential Information”). Each of the parties hereto agrees that prior to and subsequent to Closing it will maintain the confidentiality of all such Confidential Information furnished delivered to it by Vertex to each of the Purchaser, as well as other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions and provisions covenants hereof and only disclose such Confidential Information to its duly authorized officers, directors, representatives and agents unless (i) compelled to disclose by judicial or administrative process (including without limitation in connection with obtaining the necessary approvals of this Agreement and the transactions contemplated hereby) or by other requirements of law or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder; provided, however, that the parties hereto shall not disclose any Confidential Information not required to be disclosed as part of such permitted disclosure. Each of the parties hereto recognizes that any breach of this Section would result in irreparable harm to the other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with parties to this Agreement and their Affiliates and that therefore either Buyer or Seller Parties shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash or otherwise, in addition to all of their other Transaction Document legal and equitable remedies. (b) Prior to the Closing Date, neither party shall issue any press release or other public announcement, communications and/or notices concerning this Agreement or transactions contemplated hereby and therebyby this Agreement. Notwithstanding the foregoing, the Purchaser either party may disclose such information to its actual and potential partnersissue a press release or other public announcement, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of communications and/or notices concerning the transactions contemplated by this Agreement solely to the Transaction Documents. Vertex extent required by law or to comply with accounting or other disclosure obligations, provided, that the disclosing party shall give reasonable prior notice to the other party of any such requirement and/or obligation and shall provide the Purchaser agree other party copies of any press release or other public announcement, communications and/or notices. (c) Subject to the provisions of Section 10.6 with respect to the HSR Act pre-merger notification report and except for any other filings, reports, notifications or other communications with Governmental Authorities that are necessary for Buyer’s continued operation of the Facilities after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject prior to the Purchaser Closing Date, Buyer shall not file or Vertex having a reasonable prior opportunity to review such public announcementmake any reports, notifications or other communication with any Governmental Authority (unless so required by any law or regulation), including, without limitation, with the United States Securities and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partyExchange Commission, concerning this Agreement or transactions contemplated by this Agreement.

Confidentiality/Public Announcement. (a) Except as otherwise required All information furnished by law PRF to Acorda or by Acorda to PRF, including the rules Confidential Information, in connection with this Agreement and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority Transaction Document and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex to the Purchasertransactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the PurchaserAcorda and PRF, and shall be used by the Purchaser Acorda and PRF and their respective Affiliates only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser (i) Acorda and PRF may disclose such information to its actual and potential their partners, directors, employees, managers, officersofficers and Affiliates, agentsand to their actual or potential auditors, investors (including any holder of debt securities of the Purchaser and its agents and representatives)assignees, co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokersbankers, advisors, lawyers, bankers, trustees and representatives; other financing parties and participants and their respective representatives and counsel, provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations the terms of confidentiality no less onerous than those set out herein this Section 5.04(a) and that each party shall take, and shall require such Persons to take, reasonable steps to prevent any unauthorized use or disclosure of any Confidential Information of the other Party and (ii) the foregoing restrictions shall have executed not apply to information that (A) is already in the public domain at the time the information is disclosed (other than as a result of its improper disclosure by PRF, its Affiliates or representatives), (B) thereafter becomes lawfully obtainable from other sources who are not under an obligation of confidentiality and delivered the Resale Confidentiality Undertaking attached as Exhibit B are not otherwise prohibited from disclosing such information by a contractual, legal or fiduciary obligation, (C) is required to be disclosed in any document filed with any Governmental Authority, or (D) is disclosed under securities laws, rules and regulations applicable to Acorda or pursuant to the Indenturerules and regulations of any securities exchange or trading system on which securities of Acorda may be listed for trading. (b) Vertex Except as required by law or the rules and regulations of any securities exchange or trading system or the Purchaser acknowledge that each FDA or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party will(which consent shall not be unreasonably withheld or delayed), after execution of this Agreement, no party shall issue any press release or make a any other public announcement of disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided, however, that Acorda and PRF may jointly prepare a press release for dissemination promptly following the Transaction Documents. Vertex Closing Date. (c) The rights to review, consult with or consent, as applicable and as set forth in this Section 5.04, with respect to any disclosures shall only apply for the Purchaser agree first time that after specific information is to be disclosed, and shall not apply to the Closing, public announcements may be issued subsequent disclosure of substantially similar information that has previously been disclosed unless there have been material changes in the form of one or more press releases, in each case subject to disclosure since the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent date of the other partyprevious disclosure.

Confidentiality/Public Announcement. (a) Except as otherwise required expressly authorized in this SPSA or except with the prior written consent of Seller, the Purchaser hereby agrees that (i) it will use the Confidential Information solely for the purpose of the transactions contemplated by law this SPSA and the other Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information; (iii) it will not furnish or disclose to any Person any Confidential Information; and (iv) it shall take the rules same commercially reasonable steps to protect the Confidential Information as it takes to protect its own proprietary and regulations of any securities exchange or trading system or confidential information. Notwithstanding anything to the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise contrary set forth in this Section 5.02SPSA, all the Parties acknowledge and agree that Confidential Information furnished shall not include any information to the extent it can be established by Vertex competent written records (A) is, at the time of disclosure, or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of the Purchaser in breach of its obligations under this Section 5.2, (B) was known to the Purchaser, as well as other than under an obligation of confidentiality, at the terms, conditions and provisions time of this Agreement and any other Transaction Document, shall be kept confidential by disclosure to the Purchaser, and shall be used by (C) is, at the time of disclosure, or thereafter becomes, known to the Purchaser only in connection with this Agreement and from a source other than the Seller or any other Transaction Document and of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may Seller’s Affiliates that had a lawful right to disclose such information to its others and who, to the best knowledge of the Purchaser, did not directly or indirectly receive such information from the Seller or any of the Seller’s Affiliates under an obligation of confidentiality, or (D) was independently developed by the Purchaser without use or reference to any Confidential Information or proprietary information or materials of the Seller or any of the Seller’s Affiliates. (b) Notwithstanding anything to the contrary set forth in this SPSA, the Purchaser may, without the consent of Seller, (i) furnish or disclose the Confidential Information to the Purchaser’s Representatives who have been informed of the confidential nature of such information and who are subject to confidentiality obligations at least as stringent as this Section 5.2 or (ii) furnish or disclose the Specified Confidential Information to any potential or actual purchaser, transferee or assignee (and potential partnerstheir respective directors, directorsofficers, employees, managers, officers, agents, investors attorneys, accountants, and other advisors and representatives (including collectively, the “Representatives”)) of all or any holder of debt securities portion of the Purchased Interest to whom the Purchaser and its agents and representatives)is entitled to sell, co-investorstransfer or assign the Purchased Interest (or portion thereof) under Section 9.4 of this SPSA, insurers and insurance brokersin each case in connection with such sale, underwriterstransfer or assignment, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons potential or actual purchaser, transferee or assignee (iand their respective Representatives) shall be informed of the confidential nature of such information and such potential or actual purchaser, transferee or assignee shall have agreed in writing to be bound by confidentiality provisions at least as stringent as this Section 5.2. Each Party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. (c) In the event that the Purchaser, its Affiliates or their respective Representatives are required, in the opinion of its counsel, by Applicable Law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information, the Purchaser shall, except where impracticable, provide the Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, and the Purchaser shall, at the sole cost and expense of the Seller, use efforts to secure confidential treatment of such Confidential Information at least as diligent as the Purchaser would use to perfect its own confidential information, but in no event less than reasonable efforts; provided that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this Section 5.2 and, in any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information in these circumstances; provided, further, that, for the avoidance of doubt, this Section 5.2(c) shall not apply to any disclosures or furnishings of Confidential Information (or any portion thereof) related to or arising from the disclosure requirements of the SEC, the NASDAQ stock market or any other stock exchange on which securities issued by a Party or its Affiliates are traded and such disclosures or furnishings shall be made in accordance with the second sentence of Section 5.2(e) (except with respect to the filing of this SPSA). Any disclosure of Confidential Information by the Purchaser in compliance with the provisions of this Section 5.2(c) shall not be a breach of the Purchaser’s obligations under Section 5.2(a). [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) As soon as reasonably practicable following the Closing Date, the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit D. Except as required by Applicable Law (including disclosure requirements of the SEC, the NASDAQ stock market or any other stock exchange on which securities issued by a Party or its Affiliates are traded), neither Party shall make any other public announcement concerning this SPSA or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Seller to withhold consent with respect to any public announcement containing any of the Confidential Information. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. (e) The Parties shall coordinate in advance with each other in connection with the filing of this SPSA (including redaction of certain provisions of this SPSA) with the SEC, the NASDAQ stock market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this SPSA proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the NASDAQ stock exchange or any other stock exchange or Governmental Authority, as the case may be, and provided further that the Parties shall use their reasonable efforts to file (or cause their respective Affiliates to file) redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to keep such consult with or obtain approval from the other Party with respect to any filings to the SEC, the NASDAQ stock market or any other stock exchange or Governmental Authority. For clarity, once a public announcement or other disclosure is made by a Party or one of its Affiliates in accordance with Section 5.2(d) or Section 5.2(e), then no further consent or compliance with Section 5.2(d) or Section 5.2(e) shall be required for any substantially similar disclosure thereafter. [*] = Certain confidential information confidential contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to obligations Rule 24b-2 of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached Securities Exchange Act of 1934, as Exhibit B to the Indentureamended. (bf) Vertex The Parties acknowledge and agree that the Confidentiality Agreement shall remain in full force and effect with respect to all Pre-Closing Confidential Information exchanged between the Parties and/or their Affiliates prior to Closing and that, from and after the Closing, this Section 5.2 shall control with respect to Confidential Information provided under this SPSA and the Parties’ respective confidentiality-related rights and obligations with respect to such Confidential Information. The Parties also acknowledge and agree that the Purchaser acknowledge that each party willshall not be permitted to furnish or disclose Pre-Closing Confidential Information to any potential or actual purchaser, after execution transferee or assignee (and their respective Representatives) of all or any portion of the Purchased Interest to whom the Purchaser is otherwise entitled to sell, transfer or assign the Purchased Interest (or portion thereof) under Section 9.4 of this SPSA unless such potential or actual purchaser, transferee or assignee executes a confidentiality agreement with AcelRx containing provisions substantially similar to the Confidentiality Agreement and that is consistent, in AcelRx’s reasonable discretion (not to be unreasonably withheld, conditioned or delayed), with AcelRx’s confidentiality obligations under the License Agreement. Any disclosure of Confidential Information by the Purchaser in compliance with the provisions of this Section 5.2 shall not be a breach of the Purchaser’s obligations under the Confidentiality Agreement. (g) Notwithstanding anything to the contrary in this SPSA, make a public announcement the Parties (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the U.S. federal, state and local income tax treatment of the transactions contemplated by the Transaction Documents. Vertex this SPSA and the Purchaser agree all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state, and local tax treatment and that after the Closing, public announcements may be issued in the form of one or more press releasesrelevant to understanding such U.S. federal, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcementstate, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partylocal tax treatment.

Confidentiality/Public Announcement. (a) Except as otherwise expressly authorized in this Agreement or the other Transaction Documents or except with the prior written consent of the Disclosing Party, the Receiving Party hereby agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information of the Disclosing Party; and (iii) it will not furnish or disclose to any Person any Confidential Information of the Disclosing Party. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, the Receiving Party may, without the consent of the Disclosing Party, but with prior written notice when permissible to the Disclosing Party, furnish or disclose Confidential Information of the Disclosing Party to (i) the Receiving Party’s Affiliates and their respective Representatives, actual or potential financing sources, investors or co-investors and permitted assignees, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in order to provide or evaluate the provision of financing to the Receiving Party or any of its Affiliates or to assist the Receiving Party in evaluating the transactions contemplated by this Agreement and the other Transaction Documents or in exercising its rights and remedies and performing its obligations hereunder and thereunder and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03; and (ii) permitted assignees, transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in connection with such actual or potential assignment, sale or transfer, including, following any such assignment, sale or transfer, in order to exercise their rights and remedies and perform their obligations under this Agreement and the other Transaction Documents and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03. Each Party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. (c) In the event that the Receiving Party, its Affiliates or any of their respective Representatives is required by law applicable Law, applicable stock exchange requirements or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy (and, if the Disclosing Party seeks such an order, the Receiving Party, such Affiliates or such Representatives, as the case may be, shall provide, at their expense, such cooperation as such Disclosing Party shall reasonably require). Subject to the foregoing, the Receiving Party, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that is legally required to be disclosed; provided, however, that the Receiving Party, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at their expense) to preserve the confidentiality of the Confidential Information of the Disclosing Party, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, in the event that the Receiving Party or any of its Affiliates receives a request from an authorized representative of a U.S. or foreign tax authority for a copy of this Agreement or any of the other Transaction Documents, the Receiving Party or such Affiliate, as the case may be, may provide a copy hereof or thereof to such tax authority representative without advance notice to, or the consent of, the Disclosing Party; provided, however, that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with written notice of such disclosure as soon as practicable. Notwithstanding the above, the Parties acknowledge and agree that this Agreement and the Security Agreement are material contracts of Seller that will be required to be disclosed to the Securities and Exchange Commission pursuant to the Exchange Act. Seller will take reasonable steps to apply for Confidential Treatment of certain terms and conditions of this Agreement and the Security Agreement as reasonably requested by Buyer and, if granted, will redact those portions of this Agreement and the Security Agreement that the Securities and Exchange Commission permits to be redacted. However, in the event that the Securities and Exchange Commission rejects the Seller’s Confidential Treatment Request, then Seller will be permitted to file this Agreement and the Security Agreement with the Securities and Exchange Commission in their entirety. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, the Receiving Party may disclose the Confidential Information of the Disclosing Party, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Receiving Party’s rights hereunder or thereunder; provided that, the Receiving Party shall only disclose that portion of the Confidential Information that its counsel advises that it is legally required to disclose and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of the Confidential Information that is being disclosed, including requesting confidential treatment of information in the Transaction Documents. In any event, Receiving Party will not oppose action by Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information in the event that confidential treat cannot be obtained by the Receiving Party. (e) Neither Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the extent that any such release or disclosure is required by applicable Law, by the rules and regulations of any securities applicable stock exchange or trading system or the FDA or by any other Governmental Authority of competent jurisdiction, in which case, the Party proposing (or whose Affiliate proposes) to issue such press release or make such public disclosure shall use commercially reasonable efforts to consult in good faith with similar regulatory authority the other Party regarding the form and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex content thereof before issuing such press release or making such public announcement. (f) Except with respect to the PurchaserBuyer’s internal communications or private communications with its Representatives, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, Buyer shall be kept confidential by the Purchasernot, and shall be used by the Purchaser only in connection with this Agreement cause its Representatives, its Affiliates and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information its Affiliates’ Representatives not to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities make use of the Purchaser and its agents and representatives)name, co-investorsnickname, insurers and insurance brokerstrademark, underwriterslogo, financing partiesservice xxxx, equity holderstrade dress or other name, brokersterm, advisorsxxxx or symbol identifying or associated with the Seller without the Seller’s prior written consent to the specific use in question, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the Seller shall not be required with respect to publication of the Seller’s name and logos in the Buyer’s promotional materials, including without limitation the websites for the Buyer and its Affiliates consistent with its use of other partysimilarly situated Third Parties’ names and logos. (g) Each of Seller and Buyer hereby (i) agree that, notwithstanding the terms thereof, the Confidentiality Agreement is hereby terminated and (ii) acknowledge that this Agreement shall supersede such Confidentiality Agreement with respect to the treatment of Confidential Information by the Parties (including, without limitation, with regard to Confidential Information previously provided pursuant to such Confidentiality Agreement).

Confidentiality/Public Announcement. (a) Except as otherwise expressly authorized in this Agreement or the other Transaction Documents or except with the prior written consent of the Disclosing Party, the Receiving Party hereby agrees that it will, and will cause its Affiliates and its and their respective Representatives to: (i) use the Confidential Information of the Disclosing Party solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. thereunder; (ii) keep confidential the Confidential Information of the Disclosing Party; and (iii) not furnish or disclose to any Person any Confidential Information of the Disclosing Party. (b) Notwithstanding anything to the contrary set forth in this Agreement or any other Transaction Document, the Receiving Party may, without the consent of the Disclosing Party, furnish or disclose Confidential Information of the Disclosing Party to (i) the Receiving Party’s Affiliates and their respective Representatives, actual or potential financing sources, investors or co-investors and permitted assignees, buyers, actual or potential transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in order to provide or evaluate the provision of financing to the Receiving Party or any of its Affiliates or to assist the Receiving Party in evaluating the transactions contemplated by this Agreement and the other Transaction Documents or in exercising its rights and remedies and performing its obligations hereunder and thereunder and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03; and (ii) permitted assignees, buyers, actual or potential transferees or successors-in-interest under Section 8.03, in each such case, who need to know such information in connection with such actual or potential assignment, sale or transfer, including, following any such assignment, sale or transfer, in order to exercise their rights and remedies and perform their obligations under this Agreement and the other Transaction Documents and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 5.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 5.03. (c) In the event that the Receiving Party, its Affiliates or any of their respective Representatives is required by law applicable law, applicable stock exchange requirements or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy (and, if the Disclosing Party seeks such an order, the Receiving Party, such Affiliates or such Representatives, as the case may be, shall provide, at their expense, such cooperation as such Disclosing Party shall reasonably require). Subject to the foregoing, the Receiving Party, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that is legally required to be disclosed; provided, however, that the Receiving Party, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at their expense) to preserve the confidentiality of the Confidential Information of the Disclosing Party, including by obtaining reliable Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. assurance that confidential treatment will be accorded any such Confidential Information disclosed. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, in the event that the Receiving Party or any of its Affiliates receives a request from an authorized representative of a U.S. or foreign tax authority for a copy of this Agreement or any of the other Transaction Documents, the Receiving Party or such Affiliate, as the case may be, may provide a copy hereof or thereof to such tax authority representative without advance notice to, or the consent of, the Disclosing Party; provided, however, that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with notice of such disclosure as soon as practicable. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, the Receiving Party may disclose the Confidential Information of the Disclosing Party, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Receiving Party’s rights hereunder or thereunder. (e) Neither Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document, except if and to the extent that any such release or disclosure is required by applicable law, by the rules and regulations of any securities applicable stock exchange or trading system by any Governmental Authority of competent jurisdiction, in which case, the Party proposing (or whose Affiliate proposes) to issue such press release or make such public disclosure shall use commercially reasonable efforts to consult in good faith with the other Party regarding the form and content thereof before issuing such press release or making such public announcement. (f) Each of Seller and Buyer hereby (i) agree that, notwithstanding the terms thereof, the Confidentiality Agreement is hereby terminated and (ii) acknowledge that this Agreement shall supersede such Confidentiality Agreement with respect to the treatment of Confidential Information by the Parties (including with regard to Confidential Information previously provided pursuant to such Confidentiality Agreement). (g) Buyer hereby agrees that: (a) with respect to all Royalty Reports and, if any, all such other information and data relating or pertaining to the Royalty Interest Payments, the Royalty Interest, the Assigned Rights or the FDA other Collateral that Buyer may receive from Seller or any other Governmental Authority Licensee, Buyer shall be subject to the obligations of Seller under Section 6.1 of the License Agreement (including as to the duration of such obligations) to the same extent as if Buyer were Seller, and Buyer shall comply with similar regulatory authority and except as otherwise set forth such obligations; (b) each reference to “Notwithstanding anything to the contrary contained in this Agreement” in this Section 5.025.03 shall be construed to include “except for Section 5.03(g)”; and (c) to Portions of this Exhibit, all Confidential Information furnished indicated by Vertex the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the PurchaserRegistrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as well as amended. the terms, conditions and provisions extent of any inconsistency between this Agreement Section 5.03(g) and any other Transaction Documentterm of Section 5.03, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (iSection 5.03(g) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, control; in each case subject except to the Purchaser or Vertex having a reasonable prior opportunity extent Buyer is permitted by Licensee to review such public announcement, and which announcement shall be in a form mutually acceptable share any of the foregoing information with potential assignees pursuant to the Purchaser Licensee Consent, the Payment Direction and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partyConfidentiality Letter or as hereafter agreed by Licensee.

Confidentiality/Public Announcement. (a) The terms and conditions set forth in Sections 1, 2, 3 and 4, and the first sentence of Section 5 of the Existing CDA are hereby incorporated by reference; provided, however, that (i) references therein to “OrbiMed” shall be deemed to refer to the Purchaser Agent and any Purchaser under this Agreement, (ii) references therein to the “Permitted Purpose” shall be deemed to refer to any use of the Confidential Information as is reasonably necessary to perform any party’s obligations or exercise such party’s rights under this Agreement or any Transaction Document, and (iii) the Purchasers and the Purchaser Agent shall also be permitted to disclose any Confidential Information to potential and actual assignees of any of the Purchaser Agent’s or Purchaser’s rights hereunder and potential and actual investors in, or lenders to, such Purchaser Agent or Purchaser (including in the foregoing cases, such Person’s employees, advisors or consultants), so long as each such Person referred to in this clause (iii) shall be subject to obligations of confidentiality and non-use no less stringent than those contained in this Agreement and the Existing CDA. Each party shall treat any and all Confidential Information (as defined in the Existing CDA) that it receives from the other party in connection with this Agreement in accordance with the terms of the Existing CDA as incorporated pursuant to this Section 5.04(a). The terms of this Section 5.04(a), including the provisions of the Existing CDA incorporated herein, shall continue through the Term and for a period of three (3) years thereafter. (b) Except as otherwise required by law or the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and (which such disclosure shall be governed by the terms of the Existing CDA), or except as otherwise set forth in this Section 5.02with the prior written consent of the other party (which consent shall not be unreasonably withheld), all Confidential Information furnished by Vertex no party shall issue any press release or make any other public disclosure with respect to the Purchaser, as well as the terms, conditions and provisions of transactions contemplated by this Agreement and or any other Transaction Document; provided, however, that the Company and the Purchaser Agent shall jointly prepare a press release for dissemination promptly following the Effective Date. (c) The rights to review, consult with or consent, as applicable and as set forth in Section 5.04(b), with respect to any disclosures shall only apply for the first time that specific information is to be kept confidential by the Purchaserdisclosed, and shall be used by not apply to the Purchaser only subsequent disclosure of substantially similar information that has previously been disclosed unless there have been material changes in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding disclosure since the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities date of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indentureprevious disclosure. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other party.

Confidentiality/Public Announcement. (a) Except as otherwise required expressly authorized in this PSA or except with the prior written consent of Seller, the Purchaser hereby agrees that (i) it will use the Confidential Information solely for the purpose of the transactions contemplated by law this PSA and the other Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information; (iii) it will not furnish or disclose to any Person any Confidential Information; and (iv) it shall take the rules same commercially reasonable steps to protect the Confidential Information as it takes to protect its own proprietary and regulations of any securities exchange or trading system or confidential information. Notwithstanding anything to the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise contrary set forth in this Section 5.02PSA, all the Parties acknowledge and agree that Confidential Information furnished shall not include any information to the extent it can be established by Vertex competent written records (A) is, at the time of disclosure, or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of the Purchaser in breach of its obligations under this Section 5.2, (B) was known to the Purchaser, as well as other than under an obligation of confidentiality, at the terms, conditions and provisions time of this Agreement and any other Transaction Document, shall be kept confidential by disclosure to the Purchaser, and shall be used by (C) is, at the time of disclosure, or thereafter becomes, known to the Purchaser only in connection with this Agreement and any from a source other Transaction Document and than the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may Seller that had a lawful right to disclose such information to its others and who, to the best knowledge of the Purchaser, did not directly or indirectly receive such information from the Seller under an obligation of confidentiality or (D) was independently developed by the Purchaser without use or reference to any Confidential Information or proprietary information or materials of the Seller. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) Notwithstanding anything to the contrary set forth in this PSA, the Purchaser may, without the consent of Seller, furnish or disclose Confidential Information to any potential or actual purchaser, transferee or assignee (and potential partnerstheir respective directors, directorsofficers, employees, managers, officers, agents, investors attorneys, accountants, and other advisors and representatives (including collectively, the “Representatives”)) of all or any holder of debt securities portion of the Purchased Assets to whom the Purchaser and its agents and representatives)is entitled to sell, co-investorstransfer or assign the Purchased Assets (or portion thereof) under Section 9.4 of this PSA, insurers and insurance brokersin each case in connection with such sale, underwriterstransfer or assignment, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons potential or actual purchaser, transferee or assignee (iand their respective Representatives) shall be informed of the confidential nature of such information and such potential or actual purchaser, transferee or assignee shall have agreed in writing to be bound by confidentiality provisions at least as stringent as this Section 5.2. Each Party hereby acknowledges that the United States federal and state securities laws prohibit any Person that has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities. (c) In the event that the Purchaser, its Affiliates or their respective Representatives are required, in the opinion of its counsel, by Applicable Law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information, the Purchaser shall, except where impracticable, provide the Seller, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, and the Purchaser shall, at the sole cost and expense of the Seller, use efforts to secure confidential treatment of such Confidential Information at least as diligent as the Purchaser would use to perfect its own confidential information, but in no event less than reasonable efforts; provided that any Confidential Information so disclosed shall still be subject to the restrictions on use set forth in this Section 5.2 and, in any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information in these circumstances; provided, further, that, for the avoidance of doubt, this Section 5.2(c) shall not apply to any disclosures or furnishings of Confidential Information (or any portion thereof) related to or arising from the disclosure requirements of the SEC, the NASDAQ stock market or any other stock exchange on which securities issued by a Party or its Affiliates are traded and such disclosures shall be made in accordance with the second sentence of Section 5.2(e) (except with respect to the filing of this PSA). Any disclosure of Confidential Information by the Purchaser in compliance with the provisions of this Section 5.2(c) shall not be a breach of the Purchaser’s obligations under this Section 5.2. (d) As soon as reasonably practicable following the Closing Date, one or both of the Parties shall issue a mutually agreed to press release substantially in the applicable form attached hereto as Exhibit D. Except as required by Applicable Law (including disclosure requirements of the SEC, the NASDAQ stock market or any other stock exchange on which securities issued by a Party or its Affiliates are traded), neither Party shall make any other public announcement concerning this PSA or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Seller to withhold consent with respect to any public announcement containing any of the Confidential Information. In the event of a required public announcement, to the extent practicable under the circumstances, the Party making such announcement shall provide the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment upon the proposed text. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (e) The Parties shall coordinate in advance with each other in connection with the filing of this PSA (including redaction of certain provisions of this PSA) with the SEC, the NASDAQ stock market or any other stock exchange or Governmental Authority on which securities issued by a Party or its Affiliate are traded, and each Party shall use reasonable efforts to seek confidential treatment for the terms of this PSA proposed to be redacted, if any; provided that each Party shall ultimately retain control over what information to disclose to the SEC, the NASDAQ stock exchange or any other stock exchange or Governmental Authority, as the case may be, and provided further that the Parties shall use their reasonable efforts to file redacted versions with any Governmental Authorities which are consistent with redacted versions previously filed with any other Governmental Authorities. Other than such obligation, neither Party (nor its Affiliates) shall be obligated to keep such information confidential pursuant consult with or obtain approval from the other Party with respect to obligations of confidentiality any filings to the SEC, the NASDAQ stock market or any other stock exchange or Governmental Authority. For clarity, once a public announcement or other disclosure is made by a Party in accordance with Section 5.2(d) or Section 5.2(e), then no less onerous than those set out herein further consent or (iicompliance with Section 5.2(d) or Section 5.2(e) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenturebe required for any substantially similar disclosure thereafter. (bf) Vertex Notwithstanding anything to the contrary in this PSA, the Parties (and each of their respective employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the Purchaser acknowledge that each party willU.S. federal, after execution of this Agreement, make a public announcement state and local income tax treatment of the transactions contemplated by the Transaction Documents. Vertex this PSA and the Purchaser agree all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state, and local tax treatment and that after the Closing, public announcements may be issued in the form of one or more press releasesrelevant to understanding such U.S. federal, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcementstate, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partylocal tax treatment.

Confidentiality/Public Announcement. No Party or its Affiliates, employees, agents and representatives will disclose to any third party any Confidential Information concerning the business or affairs of any other Party that it may have acquired from such Party without the prior written Consent of such Party; provided, however, any Party may disclose any such Confidential Information (a) Except as otherwise required by law to such Party's Affiliates and any of their respective employees, lenders, counsel, or accountants, the rules disclosure of which the applicable disclosing Party will be responsible; (b) to comply with any applicable Law or Order; provided that prior to making any such disclosure the Party making the disclosure notifies the other Party and regulations uses its Best Efforts (at the other Party's cost and expense and other than litigation) to limit or prevent such disclosure; (c) to the extent that the Confidential Information is or becomes generally available to the public through no fault of any securities exchange or trading system or the FDA Party or any other Governmental Authority with similar regulatory authority and except as otherwise set forth of its Affiliates making such disclosure; (d) to the extent that the same information is in this Section 5.02, all the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information furnished by Vertex independently develops the same information without relying in any manner on any Confidential Information; or (e) to the Purchaserextent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or any of its Affiliates, which source, to the disclosing Party's Knowledge, is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the other Party. If the Transaction is not consummated, each Party will return or destroy as well much of the Confidential Information concerning the other Party as the terms, conditions and provisions of this Agreement and any other Transaction Document, shall be kept confidential by the Purchaser, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and therebyParties that have provided such information may request. Notwithstanding the foregoing, the Purchaser Parties may disclose such information to its actual issue a joint public announcement in connection with the execution of this Agreement and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities the consummation of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representativesTransaction; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review before making any such public announcement, and which the Parties hereto shall use good faith efforts to agree upon the text of a joint announcement shall to be in a form mutually acceptable made by the Parties hereto or use good faith efforts to obtain the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent other Party's approval of the other partytext of any public announcement to be made solely on behalf of such Party. If the Parties hereto are unable to agree on or approve such a public statement or announcement and a Party is of the good faith opinion that such statement or announcement is required by Law, or the rules of any stock exchange on which such Party's securities are traded, then such Party may make or issue the legally required statement or announcement.

Confidentiality/Public Announcement. (a) Except as otherwise required by law or Applicable Law, by the rules and regulations of any securities exchange or trading system or by the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.025.2, (i) all Confidential Information furnished by Vertex the Seller to the Purchaser, as well as the terms, conditions and provisions of this Agreement and any other Transaction Document, Purchaser shall be kept confidential by the Purchaser, Purchaser and shall be used by the Purchaser only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, and (ii) the existence and nature of this Purchase and Sale Agreement and the terms, conditions and provisions of this Purchase and Sale Agreement and any other Transaction Document shall be kept confidential by the Purchaser and the Seller and shall be used by the Purchaser and the Seller only in connection with this Purchase and Sale Agreement and any other Transaction Document and the transactions contemplated hereby and thereby (without limiting the Purchaser’s rights under Sections 2.1(c) and 2.1(d)). Notwithstanding the foregoing, the Purchaser and the Seller may disclose such information to its their actual and potential potential: partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser or the Seller, as applicable, and its such holder’s advisors, agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representativesrepresentatives with a need to know the same in connection with the Transaction Documents; provided provided, that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein herein; provided, further, that the Purchaser or (iithe Seller, as applicable, shall be fully responsible for any breach of this Section 5.2(a) by it, its Affiliates, or any such Person that receives such information from the Purchaser or the Seller, as applicable, pursuant to this Section 5.2(a). Each party shall have executed promptly notify the other party in writing upon becoming aware of any dissemination or use of Confidential Information, as well as terms, conditions and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indentureprovisions of this Purchase and Sale Agreement or any other Transaction Document, in violation of this Purchase and Sale Agreement. (b) Vertex In the event the Purchaser or its Affiliates is required to disclose Confidential Information (i) in any document to be filed with any Governmental Authority or (ii) by court or administrative order or under Applicable Laws with respect to the Seller or the Purchaser or their respective Affiliates (including Applicable Laws relating to securities matters), as the case may be, or pursuant to the rules and regulations of any stock exchange or stock market on which securities of the Seller or the Purchaser or their respective Affiliates may be listed for trading, the Purchaser shall promptly notify the Seller in writing of such requirement so that the Seller may seek an appropriate protective order or other appropriate remedy (and if the Seller seeks such an order or other remedy, the Purchaser and its Affiliates will provide such cooperation, at the Seller’s expense, as the Seller shall reasonably request). If no such protective order or other remedy is obtained and the Purchaser or its Affiliates are, in the opinion of the Purchaser’s or its Affiliates’ counsel, legally compelled to disclose Confidential Information, the Purchaser and its Affiliates shall only disclose that portion of the Confidential Information that their respective counsel advises that the Purchaser or its Affiliates are compelled to disclose and the Purchaser and its Affiliates shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will accorded to that portion of Confidential Information. (c) The Seller and the Purchaser acknowledge that each party willhereto may, after execution of this Purchase and Sale Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex Documents in the form attached hereto as Exhibit G. The Seller and the Purchaser agree that that, after the ClosingClosing Date, public announcements may be issued in the form of one or more press releases, and in disclosures contained in documents to be filed with or furnished to the SEC, in each case subject in the form agreed by the parties prior to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcementexecution of this Purchase and Sale Agreement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party hereto may thereafter disclose any information contained in such press release or SEC documents at any time without the consent of the other partyparty hereto.

Confidentiality/Public Announcement. (a) Except as otherwise required by law or the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.02, all All Confidential Information furnished by Vertex to the PurchaserDisclosing Party, as well as the terms, conditions and provisions of in connection with this Agreement and any other Transaction Document, Document and the transactions contemplated hereby and thereby shall be kept confidential by the PurchaserReceiving Party, and shall be used by the Purchaser Receiving Party only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser Receiving Party may disclose such information Confidential Information to its actual and existing or potential acquirers, partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees lenders or other sources of financing, advisors (including financial advisors, attorneys and accountants), trustees, representatives; , and other Persons on a need to know basis provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations the terms of confidentiality no less onerous than those set out herein or (iithis Section 5.04(a) and the Receiving Party shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B be responsible for such Person’s failure to the Indenturecomply with such obligations. (b) Vertex Each Party agrees not to disclose to any Third Party the terms and conditions of this Agreement or any other Transaction Document or issue any press release with respect to this Agreement or any other Transaction Document without the prior approval of the other Party, except a Party may disclose the terms and conditions hereof (i) to its existing or potential acquirers, partners, directors, employees, managers, officers, investors, bankers, lenders or other *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. sources of financing, advisors (including financial advisors, attorneys and accountants), trustees, representatives, and other Persons on a need to know basis, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(b) and the Purchaser acknowledge that each party willParty disclosing such terms and conditions shall be responsible for such Person’s failure to comply with such obligations. Notwithstanding the foregoing, after the Parties agree upon a joint press release to announce the execution of this Agreement, make a public announcement of which is attached hereto as Exhibit J; thereafter, either Party may each disclose to Third Parties the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at without the need for further approval by the other Party. (c) In addition, a Party may disclose the Confidential Information of the other Party and the terms and conditions of this Agreement or the other Transaction Documents (i) as necessary to enforce the terms of this Agreement or the other Transaction Documents and (ii) comply with applicable law or the rules of a recognized stock exchange or order of any time court, administrative agency or other tribunal of competent jurisdiction, provided, however, that if a Party is required by applicable law, stock exchange or order to make any such disclosure it will give reasonable advance notice to the other Party of such disclosure requirement and use its reasonable efforts to secure confidential treatment thereof and shall only disclose that portion thereof that, in the opinion of its legal counsel, is required to be disclosed. Further, with respect to any such disclosures made pursuant to applicable securities laws or made to investment or other analysts each Party shall consult with the other Party regarding the form, content and timing of such disclosures, provided that nothing in any Transaction Document shall prevent a Party from fully complying with applicable law or regulation. (d) This Agreement supersedes the Confidentiality Agreement between the Parties dated October 23, 2008 and the Mutual Confidentiality Agreement between the Parties dated June 2, 2011 (collectively, the “Prior CDA”) with respect to information disclosed thereunder. All information exchanged between the Parties under the Prior CDA shall be deemed Confidential Information of the Disclosing Party and shall be subject to the terms of this Section 5.04. (e) Except with respect to CHRP’s internal communications or private communications with its representatives, CHRP shall not, and shall cause its representatives, its Affiliates and its Affiliates’ representatives not to, make use of the name, nickname, trademark, logo, service xxxx, trade dress or other name, term, xxxx or symbol identifying or associated with Zogenix without Zogenix’s prior written consent to the specific use in question, provided that the consent of Zogenix shall not be required with respect to publication of Zogenix’s name and logos in CHRP’s promotional materials, including the websites for CHRP and its Affiliates consistent with its use of other partysimilarly situated Third Parties’ names and logos.

Confidentiality/Public Announcement. (a) Except as otherwise required by law expressly authorized in this Agreement or the rules other Transaction Documents or except with the prior written consent of the Disclosing Party, the Receiving Party hereby agrees that (i) it will, and regulations will cause its Representatives to, use the Confidential Information of the Disclosing Party solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will, and will cause its Representatives to, keep confidential the Confidential Information of the Disclosing Party; and (iii) it will not, and will ensure that its Representatives will not, furnish or disclose to any securities exchange or trading system or Person any Confidential Information of the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise Disclosing Party. (b) Notwithstanding anything to the contrary set forth in this Section 5.02, all Confidential Information furnished by Vertex to the Purchaser, as well as the terms, conditions and provisions of this Agreement and or any other Transaction Document, shall be kept confidential by the PurchaserReceiving Party may, and shall be used by the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons (i) shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or (ii) shall have executed and delivered the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree that after the Closing, public announcements may be issued in the form of one or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the Disclosing Party, but with prior written notice when permissible to the Disclosing Party and subject to compliance with any confidentiality obligations applicable to the relevant Confidential Information under the License Agreement, furnish or disclose Confidential Information of the Disclosing Party to the Receiving Party’s Affiliates and its and their respective Representatives, actual or potential financing sources, underwriters, investment bankers, rating agencies, investors or co-investors and permitted assignees, buyers, transferees or successors-in-interest under Section 9.03, in each such case, who need to know such information in order to provide or evaluate the provision of financing to the Receiving Party or any of its Affiliates or to assist the Receiving Party in evaluating the transactions contemplated by this Agreement and the other partyTransaction Documents, in connection with such actual or potential assignment, sale or transfer, or in exercising its rights and remedies and performing its obligations hereunder and thereunder and who are, prior to such furnishing or disclosure, informed of the confidentiality and non-use obligations contained in this Section 6.03 and who are bound by written or professional confidentiality and non-use obligations no less stringent than those contained in this Section 6.03. (c) In the event that the Receiving Party, its Affiliates or any of their respective Representatives is required by applicable law, applicable stock exchange requirements or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that the Disclosing Party may seek, at its expense, a protective order or other appropriate remedy (and, if the Disclosing Party seeks such an order, the Receiving Party, such Affiliates or such Representatives, as the case may be, shall provide, at their expense, such cooperation as such Disclosing Party shall reasonably require). Subject to the foregoing, the Receiving Party, such Affiliates or such Representatives, as the case may be, may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that is legally required to be disclosed; provided, however, that the Receiving Party, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at their expense) to preserve the confidentiality of the Confidential Information of the Disclosing Party, including by obtaining reliable assurance that confidential treatment will be accorded any such Confidential Information disclosed. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, in the event that the Receiving Party or any of its Affiliates receives a request from an authorized representative of a U.S. or foreign tax authority for a copy of this Agreement or any of the other Transaction Documents, the Receiving Party or such Affiliate, as the case may be, may provide a copy hereof or thereof to such tax authority representative without advance notice to, or the consent of, the Disclosing Party; provided, however, that the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with written notice of such disclosure as soon as practicable. (d) Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, (i) the Receiving Party may disclose the Confidential Information of the Disclosing Party, including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect the Receiving Party’s rights hereunder or thereunder, and (ii) the XOMA Entities may disclose the Transaction Documents in any required filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. (e) No Party shall, and each Party shall cause its Affiliates not to, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld or delayed), issue any press release with respect to the transactions contemplated by this Agreement or any other Transaction Document, unless the Party proposing (or whose Affiliate proposes) to issue such press release uses commercially reasonable efforts to consult in good faith with the other Parties regarding the form and content thereof before issuing such press release. (f) Except with respect to Buyer’s internal communications or private communications with its Representatives, Buyer shall not, and shall cause its Representatives, its Affiliates and its Affiliates’ Representatives not to make use of the name, nickname, trademark, logo, service mxxx, trade dress or other name, term, mxxx or symbol identifying or associated with Seller without Seller’s prior written consent to the specific use in question; provided that the consent of Seller shall not be required with respect to publication of Seller’s name and logos in Buyer’s promotional materials, including without limitation the websites for Buyer and its Affiliates consistent with its use of other similarly situated Third Parties’ names and logos. (g) In addition to the terms of this Section 6.03, Buyer also acknowledges that any Confidential Information (as defined in the License Agreement) it receives shall be subject to the applicable confidentiality provisions contained in the License Agreement to the same extent that such Confidential Information would be subject to such confidentiality provisions if received by any XOMA Entity, and that Buyer shall be bound by such confidentiality provisions. (h) Buyer and XOMA hereby (i) agree that, notwithstanding the terms thereof, the Confidentiality Agreement is hereby terminated and (ii) acknowledge that this Agreement shall supersede such Confidentiality Agreement with respect to the treatment of Confidential Information by the Parties (including, without limitation, with regard to Confidential Information previously provided pursuant to such Confidentiality Agreement).

Confidentiality/Public Announcement. (a) Except as otherwise required by law or From and after the rules and regulations of any securities exchange or trading system or the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.02, all Confidential Information furnished by Vertex to the Purchaser, as well as the terms, conditions and provisions execution of this Agreement Agreement, each of Buyer, Company, Stockholders’ Representative, the Principals and any other Transaction Document, shall be kept confidential by the Purchasereach Seller shall, and shall be used by cause each of their respective Affiliates to, hold, and shall use their reasonable best efforts to cause their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Purchaser only in connection with Transaction, this Agreement and any other Transaction Document and the transactions contemplated hereby in the Transaction Documents (the “Confidential Information”), except to the extent that the Buyer, Company, Stockholders’ Representative or Seller, as applicable, disclosing such Confidential Information (the “Disclosing Party”) can show that such Confidential Information (a) is generally available to and therebyknown by the public through no fault of the Disclosing Party, any of its Affiliates or their respective Representatives; or (b) was lawfully acquired by such Disclosing Party, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such Confidential Information by a legal, contractual or fiduciary obligation. If the Disclosing Party or any of its Affiliates or their respective Representatives are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of Law, the Disclosing Party shall promptly notify the other parties hereto in writing and shall disclose only that portion of such Confidential Information which the Disclosing Party is advised by its counsel in writing is legally required to be disclosed, provided that the Disclosing Party shall use reasonable best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, the Purchaser may disclose such information to its actual parties acknowledge and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, advisors, lawyers, bankers, trustees and representatives; provided that such Persons agree (i) shall be informed that the Buyer has or will, as required by applicable Law, make any such filings or issue any such notices required in connection with the Transaction and the consummation of the confidential nature of such information transactions described in the Transaction Documents, including without limitation, notices and shall be obligated to keep such information confidential pursuant to obligations of confidentiality no less onerous than those set out herein or filings required by the HSR Act and other Antitrust Laws; and (ii) shall have executed and delivered that the Resale Confidentiality Undertaking attached as Exhibit B to the Indenture. (b) Vertex and the Purchaser acknowledge that each party will, after execution of this Agreement, make Buyer may issue a public announcement of the transactions contemplated by the Transaction Documents. Vertex and the Purchaser agree Transaction, provided, however, that after the Closingprior to making such announcement, public announcements may be issued in the form Buyer shall deliver a draft of one or more press releases, in each case subject such announcement to the Purchaser or Vertex having a Stockholders’ Representative and shall give the Stockholders’ Representative reasonable prior opportunity to review comment thereon and shall use reasonable efforts to incorporate such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partycomments therein.

Confidentiality/Public Announcement. (a) Except as otherwise required by law expressly authorized in this Agreement or the rules other Transaction Documents, and regulations subject to Section 5.02, Investor hereby agrees to (i) use the Confidential Information solely for the purpose of the transactions contemplated by this Agreement and the other Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) keep confidential the Confidential Information; (iii) not furnish or disclose to any securities exchange Person any Confidential Information; (iv) not make use of the trademark, logo, service mark, trade dress or trading system other mark or symbol identifying or associated with the FDA Licensed Products, any manufacturer, distributor or any other Governmental Authority with similar regulatory authority supplier of the Licensed Products, and except (v) take the same commercially reasonable steps to protect the Confidential Information as otherwise its takes to protect its own proprietary and confidential information. Notwithstanding anything to the contrary set forth in this Section 5.02Agreement, all the parties acknowledge and agree that Confidential Information furnished by Vertex (other than Sublicensee/Licensor Confidential Information) shall not include any information to the Purchaserextent it can be established by competent written records (A) is, as well as at the termstime of disclosure, conditions and provisions or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of Investor in breach of the obligations under this Agreement and any other Transaction DocumentSection 5.04, shall be kept confidential by (B) was known to Investor at the Purchasertime of disclosure to Investor, and shall be used by (C) is, at the Purchaser only in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoingtime of disclosure, the Purchaser may or thereafter becomes, known to Investor from a source that had a lawful right to disclose such information to others or (D) was independently developed by Investor without use or reference to any Confidential Information. (b) Notwithstanding anything to the contrary set forth in this Agreement other than Section 5.04(g), Investor may, without the consent of Company, (i) furnish or disclose Confidential Information of Company (for the avoidance of doubt, other than Sublicensee/Licensor Confidential Information) to its or any of its Affiliates’ actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the Purchaser and its agents and representatives)investors, co-investors, insurers and insurance brokers, underwriters, financing parties, equity holdersbankers, brokerslenders, advisors, lawyers, bankers, trustees and representatives; representatives (“Representatives”) on a need-to-know basis provided that such Persons (i) shall be informed of the confidential nature of such information and such Persons shall be obligated under confidentiality and non-use obligations with respect to keep such information confidential pursuant on terms substantially similar to obligations this Section 5.04 for a period of confidentiality no less onerous than those set out herein or at least three (3) years following the end of the Payment Term, and (ii) furnish or disclose Confidential Information of Company (for the avoidance of doubt, other than Sublicensee/Licensor Confidential Information) to any potential or actual purchaser, transferee or assignee (including non-Affiliates) of all or any portion of the Purchased Interest to whom Investor is entitled to sell, transfer pledge or assign the Purchased Interest (or portion thereof) under Section 7.05 of this Agreement provided that such potential or actual purchaser, transferee or assignee shall have executed be informed of the confidential nature of such information and delivered such potential or actual purchaser, 512258979v.3 transferee or assignee shall be under confidentiality and non-use obligations with respect to such information on terms substantially similar to this Section 5.04 for a period of at least three (3) years following the Resale Confidentiality Undertaking attached as Exhibit B to end of the IndenturePayment Term. (bc) Vertex In the event that Investor, its Affiliates or their respective Representatives are required by Applicable Law or legal or judicial process (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to furnish or disclose any portion of the Confidential Information of Company (for the avoidance of doubt, other than Sublicensee/Licensor Confidential Information), Investor shall, to the extent legally permitted, provide Company, as promptly as practicable, with written notice of the existence of, and terms and circumstances relating to, such requirement, so that Company may seek a protective order or other appropriate remedy (and, if Company seeks such an order, Investor, such Affiliates or such Representatives, as the Purchaser acknowledge case may be, shall provide, at Company’s expense, such cooperation as Company shall reasonably require). Subject to the foregoing, Investor, such Affiliates or such Representatives, as the case may be, may disclose that each party willportion (and only that portion) of the Confidential Information Company that is legally required to be disclosed; provided, after execution however, that Investor, such Affiliates or such Representatives, as the case may be, shall exercise reasonable efforts (at Company’s expense) to obtain reliable assurance that confidential treatment will be accorded any such Confidential Information of Company disclosed. (d) Notwithstanding anything to the contrary contained in this Agreement, make Investor may disclose the Confidential Information of Company (for the avoidance of doubt other than Sublicensee/Licensor Confidential Information), including this Agreement, the other Transaction Documents and the terms and conditions hereof and thereof, to the extent necessary in connection with the enforcement of its rights and remedies hereunder or thereunder or as required to perfect Investor’s rights hereunder or thereunder; provided that, Investor shall only disclose that portion of such Confidential Information of Company that its counsel advises that it is legally required to disclose and is necessary to disclose to enforce or perfect its rights and remedies hereunder and thereunder, and will exercise commercially reasonable efforts to ensure that confidential treatment will be accorded to that portion of such Confidential Information of Company that is being disclosed, including requesting confidential treatment of information in the Transaction Documents (for purposes of clarity, Investor shall not be required to seek confidential treatment with respect to any financing statements permitted under Section 6.01(b), but the forms of such initial financing statements will be provided to Company for approval prior to filing, which shall not be unreasonably withheld). In any such event, Investor will not oppose action by Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such Confidential Information of Company so disclosed. (e) In addition, Company consents and agrees that Investor may publicly disclose the transaction contemplated by this Agreement as may be required under Applicable Law, including under the Securities Exchange Act of 1934, as amended, or as may be required under applicable stock exchange rules. Prior to any public disclosure by Investor pursuant to this Section 5.04(e), Investor will provide a draft of the proposed public disclosure to Company for prior approval, which shall not be unreasonably withheld. (f) Except as set forth below, the Parties’ obligations under this Section 5.04 shall remain in effect during the Payment Term and shall continue until the three (3) year anniversary of the end of the Payment Term; provided, however, that for any and all trade secrets, the Parties’ obligations under this Section 5.04 shall remain in effect during the Payment Term and shall continue for so long as such information qualifies as a trade secret under applicable federal and/or state law. 512258979v.3 (g) Company and Investor shall agree on the initial public announcement of the transactions contemplated by the Transaction Documents. Vertex and Company may thereafter make such further public announcement regarding the Purchaser agree that after transactions contemplated by the Closing, Transaction Documents as it wishes. Investor shall be permitted to make such further disclosures as is consistent with such initial public announcement or prior public announcements may by Company or with Company’s prior written consent not to be issued in the form of one unreasonably withheld or more press releases, in each case subject to the Purchaser or Vertex having a reasonable prior opportunity to review such public announcement, and which announcement shall be in a form mutually acceptable to the Purchaser and Vertex; and either party may thereafter disclose any information contained in such press release at any time without the consent of the other partydelayed.