Common use of Current, Quarterly and Annual Reports Clause in Contracts

Current, Quarterly and Annual Reports. Until the date that is twelve months after the Closing Date, at least two (2) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party shall deliver to the other Party, a reasonably complete draft of any earnings news release, any filing with the SEC, including, but not limited to Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-3, and any amendments thereof; provided, that, to the extent AquaMed’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ prior to AquaMed’s proposed filing of its preliminary proxy statement for such year. Each Party shall notify the other Party as soon as reasonably practicable after becoming aware of any material accounting differences between the financial statements to be included in such Party’s Annual Report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to filed by Alliqua on or about the time of the Distribution. If any such differences are disclosed to any Party as provided in this paragraph, the Parties shall meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-K, to resolve such differences and the effects thereof on the Parties’ applicable Annual Reports on Form 10-K.

Current, Quarterly and Annual Reports. Until (i) Following the date that is twelve months after Spinco Distribution, until each Party and RMT Partner has filed its annual report on Form 10-K for the Closing Datecalendar year following the year in which the Spinco Distribution occurs, at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party and RMT Partner shall deliver to the each other Party, Party and RMT Partner a reasonably complete draft of the portion of any earnings news release, release or any filing with the SECSEC related to the Spinco Business and containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a calendar year, but not limited to Current Reports the previous fiscal year) and the calendar year following such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties and RMT Partner may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party and RMT Partner as soon as reasonably practicable; provided, further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the SEC, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures, (ii) each Party and RMT Partner shall notify the other Party and/or RMT Partner, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to be filed by Alliqua Remainco with the SEC on or about the time of the Distribution. If Spinco Distribution and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphor RMT Partner, the Parties and RMT Partner shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports.

Current, Quarterly and Annual Reports. Until (i) Following the date that is twelve months after Spinco Distribution, until each Party has filed its annual report on Form 10-K for the Closing Datefiscal year following the year in which the Spinco Distribution occurs, at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party shall deliver to the each other Party, Party a reasonably complete draft of the portion of any earnings news release, release or any filing with the SECSEC related to the Spinco Business and containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a fiscal year, but not limited to Current Reports the previous fiscal year) and the fiscal year following such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party as soon as reasonably practicable; provided further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the SEC, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures; (ii) each Party shall notify the other Party Party, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to be filed by Alliqua Remainco with the SEC on or about the time of the Spinco Distribution. If ; and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphParty, the Parties shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports.

Current, Quarterly and Annual Reports. Until the date that is twelve months after the Closing Date, (i) at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SECCommission, each Party and RMT Partner shall deliver to the each other Party, Party and RMT Partner a reasonably complete draft of any earnings news release, release or any filing with the SECCommission containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a calendar year, but not limited to Current Reports the previous fiscal year) and the calendar year proceeding such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties and RMT Partner may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party and RMT Partner as soon as reasonably practicable; provided, further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the Commission, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures, (ii) each Party and RMT Partner shall notify the other Party and/or RMT Partner, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or 10, the Form 8-K to be filed by Alliqua Remainco with the Commission on or about the time of the Distribution. If Spinco Distribution and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphor RMT Partner, the Parties and RMT Partner shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports;