Common use of Confidentiality; Public Disclosure Clause in Contracts

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Confidentiality Agreement, dated as of January 23, 2022 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent and the Company have agreed to the text of the initial press release announcing the execution of this Agreement and the Transactions. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parent; provided that the Company may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Confidentiality Agreement, dated as of January 23September 9, 2022 2016 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent and Each of the Company have agreed to the text of the initial press release announcing the execution of this Agreement and the Transactions. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company Parent shall consult with Parent the other party before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parentthe other party; provided provided, that either the Company or Parent may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company such party determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements Law or the rules of any national securities exchange to be issued or made; provided, further, that the Company has made so long as such party shall have (i) used all reasonable best efforts to consult and discuss in good faith with Parent the other party the form and content thereof prior to its release and has (ii) considered in good faith any reasonable changes that are suggested by Parent the other party prior to releasing or making such press release or public statement. Each of the Company and Parent shall use commercially reasonable efforts to cause its Representatives to comply with this Section 6.6(b). Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consentforegoing provisions of this Section 6.6(b), (ai) Parent and the Company may make any press releases or public statement announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.6(b), (ii) Parent and the Company may make public statements in response to specific questions from by the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reportsconferences or financial analyst conference calls, so long as any such statement is consistent with statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from Parent and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and do not reveal any material, non-public information regarding the other parties hereto, this Agreement or the Transactions, and (iiiv) the foregoing provisions of this Section 6.6(b) shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Company Adverse Recommendation Change that is effected in compliance with Section 6.4(f). In addition to the foregoing obligations, Parent and the Company shall consult with each other reasonably in good faith with Parent on advance of issuing any non-public communications to employees or other constituents relating to this Agreement or the Company’s general communications strategy for customers, suppliers and employees regarding the MergerTransactions.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquiror and the Company have previously executed a Confidentiality Agreementnon-disclosure agreement dated February 9, dated as of January 23, 2022 2006 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), "CONFIDENTIALITY AGREEMENT") which shall continue in full force and effect in accordance with its terms. (b) Parent The Company shall not, and the Company have agreed to the text of the initial press release announcing the execution of this Agreement shall cause each Subsidiary and the Transactions. Except with respect to any Acquisition Proposal each Company Representative not to, directly or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreementindirectly, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any other public statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquiror's name or refer to Acquiror directly or indirectly in connection with Acquiror's relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written consent approval of Parent; provided Acquiror, unless required by law (in which event a reasonably satisfactory opinion of outside counsel to that effect shall be first delivered to Acquiror prior to any such disclosure) and except as reasonably necessary for the Company to obtain the consents and approvals of Company Shareholders and other third parties contemplated by this Agreement. (c) Notwithstanding anything herein or in the Confidentiality Agreement, Acquiror may issue such press releases or make such other public statements regarding this Agreement or the transactions contemplated hereby as Acquiror may, without obtaining such prior consentin its reasonable discretion, issue determine, provided it shall use reasonable efforts to consult with the Company in respect of such press release or make statement prior to making such press releases or statements, unless such press releases or statements are required to be made by applicable law or any listing agreement with or requirement of a national securities exchange. No Company Shareholder shall be named in any public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such statement, press release or public statement is required by Applicable Legal Requirements to be issued filing without his, her or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, which consent may be granted in such Company Shareholders' sole discretion. (ad) make any public statement in response to questions from This section shall survive the pressconsummation, analysts, investors termination or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change expiration of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or and the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquirer and the Company have previously executed a Confidentiality AgreementNondisclosure Agreement dated October 5, 2016, as amended by Amendment No. 1 dated as of January 23March 20, 2022 2017 and Amendment No. 2 dated September 15, 2018 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023amended, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent The Company shall not, and the Company have agreed shall direct each Company Representative not to, directly or indirectly, issue any press release or other public statement relating to the text of the initial press release announcing the execution terms of this Agreement and or the Transactions. Except with respect transactions contemplated by this Agreement or use Acquirer’s name or refer to any Acquisition Proposal Acquirer directly or Change of Recommendation and as provided in Section 5.3 or indirectly in connection with Acquirer’s relationship with the Company in any dispute media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Acquirer, unless and only to the extent (i) required by law (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquirer prior to any such disclosure), (ii) as reasonably necessary for the Company to obtain the consents and approvals of Company Stockholders and other third parties contemplated by this Agreement, (iii) as reasonably necessary to enforce such party’s rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with this Agreement, (iv) such information is or becomes generally known to the public without violation of this Agreement, the Confidentiality Agreement or any other agreement or obligations restricting the disclosure of such information by such party and (v) made by a Company shall consult with Parent before issuing Stockholder that is a venture capital or makingprivate equity fund in communications to its investors as may be (A) legally or contractually required or (B) reasonably necessary in the good faith exercise of the fiduciary duties of the general part of such Company Stockholder. Notwithstanding anything herein or in the Confidentiality Agreement, and shall provide and shall not Acquirer may issue any such press release releases or make any such other public statement relating to statements regarding this Agreement or the Transactions without the prior written consent of Parent; provided that the Company transactions contemplated by this Agreement as Acquirer may, without obtaining such prior consentin its reasonable discretion, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Mergerdetermine.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Mutual Confidentiality AgreementAgreement dated February 19, dated as of January 23, 2022 2010 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023time, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. The terms and conditions of the Confidentiality Agreement shall apply to any information acquired or provided pursuant to Section 5.3 or 5.4. (b) Parent and the Company have agreed to the text of the initial press release announcing the execution signing of this Agreement and the Transactionstransactions contemplated hereby. Except with respect to any Acquisition Proposal or Change of Recommendation The Company and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company Parent shall consult with Parent each other before issuing or making, and shall provide and shall not issue making any press release or make any public statement relating to this Agreement or the Transactions transactions contemplated hereby; provided, however, that the Company shall not issue or make any such press release or any such public statement (other than any press releases or public statements relating to an Acquisition Proposal) without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed; provided provided, further that the Company may, without obtaining such the prior consentconsent of Parent, (i) issue such press release or make such public statement to the extent that statements as the Company determines in good faith (faith, following consultation with its outside legal counsel) that such press release or public statement is , may be required by Applicable applicable Legal Requirements to be issued or made; providedthe rules and regulations of NASDAQ, furtheras applicable, that if the Company has used all reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered acted in good faith with respect to the incorporation of any reasonable changes that which are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, statement and (aii) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is statements that are consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by Parent and the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection compliance with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated herebySection 5.5(b). The Company shall use commercially reasonable efforts to cause the Company its Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquirer and the Company have previously executed a Mutual Confidentiality Agreement, dated as of January 23, 2022 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, Agreement dated as of April 2624, 20232016, as amended (the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent The initial press release to be issued with respect to the Transactions shall be a joint press release in the form heretofore agreed to by Acquirer and the Company. After the initial press release, Acquirer and the Company have agreed to the text of the initial press release announcing the execution of this Agreement and the Transactions. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company shall reasonably consult with Parent before each other prior to issuing or making, and shall provide and shall not issue any press release or make any other public statement communications relating to the terms of this Agreement or the Transactions without the prior written consent of Parent; provided Transactions, except that the Company may, without obtaining no such prior consent, issue consultation shall be required if such press release or make such public statement to the extent that the Company determines in good faith communication (following consultation with its outside legal counseli) that such press release or public statement is required by Applicable Legal Requirements Law, court process or by obligations pursuant to be issued any listing agreement with any securities exchange (provided that prior to making any required public communications, the disclosing party will deliver a draft of such announcement to the other party and shall give such other party a reasonable opportunity to comment thereon) or made; provided, further, that (ii) consists solely of information previously disclosed in previous press releases or public communications made jointly by Acquirer and the Company has used reasonable best efforts to consult and discuss in good faith or otherwise with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing consent of Acquirer or making such press release or public statementthe Company, as applicable. Notwithstanding anything to the contrary contained herein or in the foregoing, each party may, without such consultation or consentConfidentiality Agreement, (ax) Acquirer may make any disclosure regarding this Agreement and the Transactions in connection with the Debt Financing and (y) Acquirer and the Company may make public statement statements in response to specific questions from by the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reportsconferences or financial analyst conference calls, so long as any such statement is consistent with statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by Acquirer and the parties (or individuallyCompany and do not reveal any material, if approved by non-public information regarding the other party)parties hereto, (b) make any communication (including a press release this Agreement or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made the Transactions. The parties hereto acknowledge and agree that Acquirer will file this Agreement, in the form executed by the Company from and after Acquirer, including a Change of Recommendation by summary thereof, with the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the MergerSEC.

Confidentiality; Public Disclosure. (a) The All information exchanged by the parties hereto acknowledge that Parent between the date hereof and the Company have previously executed a Confidentiality Agreement, Effective Time shall be subject to the Mutual Non-Disclosure Agreement dated as of January 23February 6, 2022 (2004, as may be amended from time to time in accordance with its terms, including by that certain Amendment to the Confidentiality Agreement, letter agreement dated as of April 26August 27, 20232004 (as so amended, the “Confidentiality Agreement”), ) which shall continue in full force and effect in accordance with its terms. The Company shall not be required to permit any inspection, to disclose any information or to consent to any communication with any Person if such action would (i) violate any applicable Legal Requirements, or (ii) result in the loss of the Company’s attorney-client privilege or the benefit of the attorney work product doctrine unless Acquirer shall have entered into a joint-defense agreement or other similar arrangement with the Company for the purpose of preserving such legal privilege or benefit. (b) Parent Acquirer and the Company have agreed agreed, or will prior to issuance have agreed, to the text of the initial joint press release of the Company and Acquirer announcing the execution signing of this Agreement and the Transactionstransactions contemplated hereby. Except with respect to Acquirer may make any Acquisition Proposal other public disclosures as it deems necessary or Change of Recommendation and as provided desirable in Section 5.3 or in connection with any dispute under this Agreement, the its sole discretion. The Company shall consult with Parent Acquirer before issuing or making, and shall provide Acquirer with reasonable opportunity to review and comment upon, and shall consider in good faith the views of Acquirer in connection with (and shall agree to the extent reasonably practicable) any other press release, public filing or other public statement with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement relating prior to this Agreement or the Transactions without the prior written consent of Parentsuch consultation, in each case except as may be required by applicable Legal Requirements; provided that the Company mayshall not be required to consult, without obtaining such prior consentand shall only be required to provide reasonable notice, issue such press release or make such of any public statement disclosure which is substantially similar in content to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such joint press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated herebyrelease. The Company shall use commercially reasonable efforts to cause the Company Representatives its employees, officers and directors to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Confidentiality Agreement, dated as of January 23March 17, 2022 2019 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent and the Company have agreed to certain communications regarding the Transactions, including (i) the text of the initial press release announcing the execution of this Agreement and the TransactionsTransactions and (ii) certain statements by Parent regarding the continuation after the Closing of the Company’s merchant model and licensing practices regarding standards-essential patents. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parent; provided that the Company may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, press analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, Affiliates and direct its Representatives, Representatives not to) initiate contact or communications communicate with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its BusinessSubsidiaries, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent Acquiror and the Company have previously executed a Confidentiality Agreement, dated as of January 23, 2022 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, Mutual Nondisclosure Agreement (the “Confidentiality Nondisclosure Agreement”), which shall continue in full force and effect in accordance with its terms. The parties further acknowledge and agree that the existence and substance of this Agreement, the Disclosure Letter, the Baseline Revenue and the documents and instruments contemplated hereby and thereby, shall constitute “Confidential Information” under and within the meaning of the Nondisclosure Agreement. (b) Parent The Company shall not, and the Company have agreed to the text of the initial press release announcing the execution of this Agreement and the Transactions. Except with respect to any Acquisition Proposal shall cause each Company Representative not to, directly or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreementindirectly, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any other public statement relating to the terms of this Agreement or the Transactions transactions contemplated hereby or use Acquiror’s name or refer to Acquiror directly or indirectly in connection with Acquiror’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written consent approval of Parent; provided Acquiror, unless required by Legal Requirements (in which event a satisfactory opinion of counsel to that effect shall be first delivered to Acquiror prior to any such disclosure). Notwithstanding anything herein or in the Company mayNondisclosure Agreement, without obtaining such prior consent, Acquiror may issue such press release releases or make such other public statement to statements regarding this Agreement or the extent that transactions contemplated hereby as Acquiror may, in its reasonable discretion, determine; provided that, Acquiror shall consult with the Company determines in good faith (following consultation with its outside legal counsel) that such prior to issuing or causing the publication of any press release or other public statement is required by Applicable Legal Requirements statements prior to be issued the Closing regarding this Agreement or made; provided, further, that the transactions contemplated hereby and shall give the Company has used reasonable best efforts opportunity to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making review such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) 5.2.1 The parties hereto Parties acknowledge that Parent Axcan and the Company have previously executed a Confidentiality Agreement, Confidential Disclosure Agreements dated as of January 23, 2022 [*] and [*] (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality AgreementAgreements”), ) which shall continue in full force and effect in accordance with its their respective terms. (b) Parent and 5.2.2 On the Company have agreed to Effective Date, the text Parties shall jointly issue a public announcement of the initial press release announcing the execution of this Agreement, the Merger Agreement, the Development Agreement and the TransactionsLicense Agreement in such form as separately agreed upon between the Parties. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company Neither Party shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parent; provided that the Company may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties disclosure regarding this Agreement, the Merger Agreement, the Development Agreement or the License Agreement, or the Parties’ activities hereunder or thereunder, or any results or data arising hereunder or thereunder, except (a) with the other transactions contemplated hereby. The Company Party’s prior written consent (which consent shall use commercially reasonable efforts to cause the Company Representatives not be unreasonably withheld), (b) as reasonably necessary to comply with all applicable national securities exchange listing requirements or laws, rules or regulations or (c) as otherwise permitted in accordance with this Section 5.55.2 and the Merger Agreement. Prior Each Party agrees to provide to the Closingother Party a copy of any public announcement or disclosure regarding this Agreement, the Merger Agreement, the Development Agreement or the License Agreement or the subject matter hereof or thereof as soon as reasonably practicable under the circumstances prior to such public announcement’s or disclosure’s scheduled release, and, absent extraordinary circumstances, at least three (i3) neither Parent nor Business Days prior to such public announcement’s or disclosure’s scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement or disclosure and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by the Parties in any such permitted public disclosures with respect to this Agreement, the Merger Sub Agreement, the Development Agreement or the License Agreement shall (be: accuracy and each shall cause its Affiliatescompleteness, the requirements of confidentiality under this Section 5.2 and the Merger Agreement, and direct its Representativesthe normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to the Parties. Notwithstanding the foregoing, not to) initiate contact or communications with any of to the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries extent information regarding the Mergerthis Agreement, the Company Merger Agreement, the Development Agreement or its Businessthe License Agreement has already been publicly disclosed other than through any act or omission of a Party in breach of this Agreement, the Merger Agreement, the Development Agreement or the License Agreement, either Party may * Confidential treatment requested. subsequently disclose the same information to the public without the prior written consent of the Company other Party. Each Party shall be permitted to disclose the terms of this Agreement, the Merger Agreement, the Development Agreement or the License Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customersMerger Agreement, suppliers to any actual or potential acquirers, merger partners, and employees regarding the Mergerprofessional advisors.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Confidentiality Agreement, dated as of January 23May 2, 2022 2017 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms. (b) Parent and the Company have agreed to the text of the initial press release announcing the execution of this Agreement and the Transactions. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parent; provided that the Company may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used all reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, and direct its Representatives, not to) initiate contact or communications with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its Business, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent the Company on the Company’s its general communications strategy for customers, suppliers and employees regarding the Merger.

Confidentiality; Public Disclosure. (a) The parties hereto acknowledge that Parent and the Company have previously executed a Confidentiality Agreement, dated as of January 23March 17, 2022 2019 (as may be amended from time to time in accordance with its terms, including that certain Amendment to the Confidentiality Agreement, dated as of April 26, 2023, the “Confidentiality Agreement”), which shall continue in full force and effect in accordance with its terms; provided that the Confidentiality Agreement is hereby amended, effective as of the Agreement Date, to extend the term by 12 months. (b) Parent and the Company have agreed to certain communications regarding the Transactions, including (i) the text of the initial press release announcing and Form 8-K regarding the execution of this Agreement Agreement, the Transactions and the Transactionstermination of litigation between the parties and (ii) certain statements by Parent regarding the continuation after the Closing of the Company’s merchant model and licensing practices regarding standards essential patents. Except with respect to any Acquisition Proposal or Change of Recommendation and as provided in Section 5.3 or in connection with any dispute under this Agreement, the Company shall consult with Parent before issuing or making, and shall provide and shall not issue any press release or make any public statement relating to this Agreement or the Transactions without the prior written consent of Parent; provided that the Company may, without obtaining such prior consent, issue such press release or make such public statement to the extent that the Company determines in good faith (following consultation with its outside legal counsel) that such press release or public statement is required by Applicable Legal Requirements to be issued or made; provided, further, that the Company has used reasonable best efforts to consult and discuss in good faith with Parent the form and content thereof prior to its release and has considered in good faith any reasonable changes that are suggested by Parent prior to releasing or making such press release or public statement. Notwithstanding anything to the contrary in the foregoing, each party may, without such consultation or consent, (a) make any public statement in response to questions from the press, press analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Reports, so long as such statement is consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) make any communication (including a press release or other public statement) regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the Company Board or (c) make any communication in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby. The Company shall use commercially reasonable efforts to cause the Company Representatives to comply with this Section 5.5. Prior to the Closing, (i) neither Parent nor Merger Sub shall (and each shall cause its Affiliates, Affiliates and direct its Representatives, Representatives not to) initiate contact or communications communicate with any of the employees, customers, licensors or suppliers of the Company or any of the Subsidiaries regarding the Merger, the Company or its BusinessSubsidiaries, without the prior written consent of the Company and (ii) the Company shall consult in good faith with Parent on the Company’s general communications strategy for customers, suppliers and employees regarding the Merger.