Common use of Disclosure of Agreement Terms Clause in Contracts

Disclosure of Agreement Terms. (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.3, neither Party shall make any public announcements concerning the terms of this Agreement or otherwise disclose the terms of this Agreement to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Disclosure of Agreement Terms. (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.3, neither Party shall make any public announcements concerning the terms of this Agreement or otherwise disclose the terms of this Agreement to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party with a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release, but in no event less than [**] Business Days. Each Party shall have the right to expeditiously review and recommend changes to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement and the disclosing Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Partyother Party that the other Party reasonably deems to be inappropriate for disclosure. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. ; provided however that such subsequent disclosure does not materially alter the original meaning of the information disclosed. (c) Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to at least as protective as those of contained in this Agreement, to its any bona fide actual or potential investors, lenders, acquirersacquirors, merger partners, consultants, professional advisorslegal counsel and accountants, donorslicensees, sublicensees or collaborators on a need to know basis; provided that: (i) subject to Section 9.3.3(c)(ii) and (iii), with respect to any of the Third Parties listed in Section 9.3.3(c), each Party may only disclose to such Third Party a summary of the material terms of this Agreement relevant to the proposed transaction, the form and substance of such summary to be mutually agreed upon by the Parties; (ii) with respect to any bona fide actual or potential investors, lenders, acquirors, merger partners, licensees, sublicensees or collaborators, (A) each Party may provide a redacted version of this Agreement, the form and substance of which shall be sufficient for purposes of reasonable and customary due diligence by such Third Party for the proposed transaction and mutually agreed upon by the Parties within [**] days of the Effective Date, that will be (1) with respect to investors, lenders, acquirors and merger partners, attached hereto as Exhibit E and (2) with respect to licensees, sublicensees and collaborators, attached hereto as Exhibit F, in each case, or funding sources. Novartis mayas amended upon the mutual agreement of the Parties, not to be unreasonably withheld or delayed; and (B) only after negotiations with such Third Party have progressed so that such Party reasonably and in good faith believes it will execute a definitive agreement with such Third Party with respect to the ordinary course proposed transaction within the following [**] Business Days may a Party provide an unredacted version of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products such Third Party without the other Party’s prior consent; provided that with respect to licensees, sublicensees and collaborators, only the redacted form of this Agreement agreed pursuant to subsection (A)(2), and not an unredacted version of this Agreement, may be disclosed; and further provided that with respect to [**], this Agreement may not be disclosed in the Territoryany form to [**], each in its capacity as an existing licensee and collaborator of EPIZYME; and (iii) with respect to a Party’s legal counsel and accountants, each Party may provide an unredacted version of this Agreement to such Third Party. (cd) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Disclosure of Agreement Terms. (a) Except to the extent required by applicable Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.39.3, neither Party including as permitted under Section 9.3.2, EPIZYME shall not make any public announcements concerning the terms of this Agreement or otherwise disclose the terms of this Agreement to any Third Party subject matter hereof without the prior written consent of the otherGSK, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release, but in no event less than [**] Business Days. Each Party GSK shall have the right to expeditiously review and recommend changes to any such announcement by the other PartyEPIZYME, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement and the Party whose announcement has been reviewed EPIZYME shall remove any Confidential Information of the reviewing PartyGSK that GSK reasonably deems to be inappropriate for disclosure. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party; provided however that such subsequent disclosure does not materially alter the original meaning of the information disclosed. Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its any bona fide actual or potential investors, lenders, acquirersacquirors, merger partners, consultantslicensees, sublicensees, collaborators, investors, lenders and professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Disclosure of Agreement Terms. (a) Except to Promptly after the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or Effective Date, the Parties shall issue a joint press release in the form attached hereto as otherwise permitted in accordance with this Section 6.3, neither Party shall make any Exhibit H. No other public announcements concerning disclosure of the non-public terms and conditions of this Agreement or otherwise disclose the terms of this Agreement to any Third Party may be made by either Party, without the prior written consent of the otherother Party. However, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each each Party shall have the limited right to expeditiously review disclose the non-public terms and recommend changes conditions of this Agreement to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement its Affiliates and/or if and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, solely to the extent information regarding this Agreement has already been publicly disclosedreasonably necessary (as reasonably determined based upon the advice of such Party’s legal counsel) to be disclosed (1) to Third Parties and their respective legal counsel with whom such Party is negotiating a permitted assignment under Section 12.10, either Party may subsequently disclose the same information (2) to the public without the consent potential and actual licensees/sublicensees (and their legal counsel) of the license grant in Section 2.1 or 11.6(a)(v) and other Party. Each Party shall also be permitted collaborators (and their legal counsel), and/or (3) to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its actual or potential accredited investors, lendersqualified institutional buyers, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, and qualified purchasers and their legal counsel (as such terms are defined in the ordinary course U.S. Securities Act of business without XOMA’s consent1933 and/or the U.S. Securities Exchange Act of [*] = Certain confidential information contained in this document, inform its customersmarked by brackets, suppliers has been omitted and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings filed separately with the United States Securities and Exchange Commission (pursuant to Rule 406 of the Securities Act of 1933, as amended. 1934, as amended.). Prior to making any such disclosure under this Section 9.3, such Party shall ensure that the recipient is subject to written obligations of confidentiality and non-use that are no less restrictive than those set forth in this Agreement, and such Party will limit the content and timing of any such disclosure as much as reasonably possible to avoid and/or minimize the disclosure of competitively sensitive information. However, nothing in this Section 9.3 shall prohibit a Party from making such disclosures if and to the extent reasonably required to comply with applicable federal or state securities laws or any stock rule or regulation of any nationally recognized securities exchange; provided that in such event, including Nasdaq, or any similar regulatory agency in any country the disclosing Party shall notify and consult with the other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) Party prior to submission of such filings, required disclosure and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which diligently seek confidential treatment should be soughtto the fullest extent available.

Disclosure of Agreement Terms. (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.35.3, neither Party nor its Affiliates shall make any public announcements concerning the terms of this Agreement or the transactions contemplated hereby or otherwise disclose the terms of this Agreement or the transactions contemplated hereby to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement by the other PartyParty or its Affiliates, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement announcement, and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. [*] = 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 the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business business, without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell IL-1 Products in the Territory. (c) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Disclosure of Agreement Terms. (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.3, neither Party shall make any public announcements concerning the terms of this Agreement or otherwise disclose the terms of this Agreement to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party with a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release, but in no event less than [**] Business Days. Each Party shall have the right to expeditiously review and recommend changes to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement and the disclosing Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Partyother Party that the other Party reasonably deems to be inappropriate for disclosure. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. ; provided however that such subsequent disclosure does not materially alter the original meaning of the information disclosed. (c) Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to at least as protective as those of contained in this Agreement, to its any bona fide actual or potential investors, lenders, acquirersacquirors, merger partners, consultants, professional advisorslegal counsel and accountants, donorslicensees, sublicensees or collaborators on a need to know basis; provided that: (i) subject to Section 9.3.3(c)(ii) and (iii), with respect to any of the Third Parties listed in Section 9.3.3(c), each Party may only disclose to such Third Party a summary of the material terms of this Agreement relevant to the proposed transaction, the form and substance of such summary to be mutually agreed upon by the Parties; (ii) with respect to any bona fide actual or potential investors, lenders, acquirors, merger partners, licensees, sublicensees or collaborators, (A) each Party may provide a redacted version of this Agreement, the form and substance of which shall be sufficient for purposes of reasonable and customary due diligence by such Third Party for the proposed transaction and mutually agreed upon by the Parties within [**] days of the Effective Date, that will be (1) with respect to investors, lenders, acquirors and merger partners, attached hereto as Exhibit D and (2) with respect to licensees, sublicensees and collaborators, attached hereto as Exhibit E, in each case, or funding sources. Novartis mayas amended upon the mutual agreement of the Parties, not to be unreasonably withheld or delayed; and (B) only after negotiations with such Third Party have progressed so that such Party reasonably and in good faith believes it will execute a definitive agreement with such Third Party with respect to the ordinary course proposed transaction within the following [**] Business Days may a Party provide an unredacted version of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products such Third Party without the other Party’s prior consent; provided that with respect to licensees, sublicensees and collaborators, only the redacted form of this Agreement agreed pursuant to subsection (A)(2), and not an unredacted version of this Agreement, may be disclosed; and further provided that with respect to [**], this Agreement may not be disclosed in the Territoryany form to [**], each in its capacity as an existing licensee and collaborator of EPIZYME; and (iii) with respect to a Party’s legal counsel and accountants, each Party may provide an unredacted version of this Agreement to such Third Party. (cd) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Disclosure of Agreement Terms. (a) Except to Promptly after the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or Effective Date, the Parties shall issue a joint press release in the form attached hereto as otherwise permitted in accordance with this Section 6.3, neither Party shall make any Exhibit H. No other public announcements concerning disclosure of the non-public terms and conditions of this Agreement or otherwise disclose the terms of this Agreement to any Third Party may be made by either Party, without the prior written consent of the otherother Party. However, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each each Party shall have the limited right to expeditiously review disclose the non-public terms and recommend changes conditions of this Agreement to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement its Affiliates and/or if and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, solely to the extent information regarding this Agreement has already been publicly disclosedreasonably necessary (as reasonably determined based upon the advice of such Party’s legal counsel) to be disclosed (1) to Third Parties and their respective legal counsel with whom such Party is negotiating a permitted assignment under Section 12.10, either Party may subsequently disclose the same information (2) to the public without the consent potential and actual licensees/sublicensees (and their legal counsel) of the license grant in Section 2.1 or 11.6(a)(v) and other Partycollaborators (and their legal counsel), and/or (3) to accredited investors, qualified institutional buyers, and qualified purchasers and their legal counsel (as such terms are defined in the U.S. Securities Act of 1933 and/or the U.S. Securities Exchange Act of 1934, as amended.). Each Prior to making any such disclosure under this Section 9.3, such Party shall also be permitted ensure that the recipient is subject to disclose the terms written obligations of confidentiality and non-use that are no less restrictive than those set forth in this Agreement, and such Party will limit the content and timing of any such disclosure as much as reasonably possible to avoid and/or minimize the disclosure of competitively sensitive information. However, nothing in each case on this Section 9.3 shall prohibit a need Party from making such disclosures if and to know basis under appropriate confidentiality provisions substantially equivalent the extent reasonably required to those comply with applicable federal or state securities laws or any rule or regulation of this Agreementany nationally recognized securities exchange; provided that in such event, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each disclosing Party shall give notify and consult with the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, required disclosure and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which diligently seek confidential treatment should be soughtto the fullest extent available.

Disclosure of Agreement Terms. PSIVIDA or any of its Affiliates may issue mutually acceptable press releases in connection with the execution of this Agreement. Disclosure of the financial terms of this Agreement shall be made in the form of a mutually acceptable press release on the Effective Date. Neither Party nor any of its Affiliates shall disclose or describe the financial terms of this Agreement in any way that is contrary to or inconsistent with the substance of such press release or the Agreement, and neither Party nor any of its Affiliates shall otherwise publically disclose any other terms of this Agreement except as expressly set forth herein. Notwithstanding the foregoing and notwithstanding Section 9.1, each Party or any of its Affiliates may disclose this Agreement or its terms (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Law, provided that the disclosing Party is subject or submits or as otherwise permitted in accordance with this Section 6.3, neither Party shall make any public announcements concerning the terms of this Agreement or otherwise disclose the terms of this Agreement to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to provides the other Party a copy notice (to the extent practicable) of any public announcement regarding this Agreement or such disclosure and agrees to cooperate, at the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each Party shall have the right to expeditiously review request and recommend changes to any such announcement by sole expense of the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve with the other Party’s efforts to preserve the confidentiality of such announcement information and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its actual any investors or potential investors, lenders, acquirersand other potential financing sources, or to a Third Party in connection with an investment or proposed investment, financing or proposed financing, merger partnersor acquisition, consultantsproposed merger or acquisition, professional advisorsa license or proposed license of the technology or intellectual property licensed hereunder and not prohibited hereunder, donorssale of assets or other similar transaction, and to Affiliates, attorneys, accountants, stockholders, investment bankers, advisers or funding sources. Novartis mayother consultants in connection with the foregoing permitted disclosures, in each case provided that the ordinary course of business without XOMA’s consentPerson to which such disclosure is made agrees to keep such information confidential on essentially the same terms as set forth herein and to use such Confidential Information solely to evaluate such investment, inform its customersfinancing, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. acquisition, merger, license, sale or other transaction, (c) Each to any stock exchange on which its stock is then listed to the extent required by such exchange, provided that the disclosing Party shall give notify the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission advance of such filings, disclosure to the extent reasonably possible and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including otherwise complies with the provisions of this Agreement for Section 9.4, (d) to its attorneys and accountants, and (e) to its consultants, advisors, contractors and agents in connection with any of the foregoing permitted purposes, provided that the Person to which such disclosure is made agrees, or is otherwise bound by professional standards of conduct, to keep such information confidential treatment should be soughton essentially the same terms as set forth herein.

Disclosure of Agreement Terms. (a) Except to Promptly after the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or Effective Date, Zai Lab may issue a press release in the form attached hereto as otherwise permitted in accordance with this Section 6.3, neither Party shall make any Exhibit G. No other public announcements concerning disclosure of the non-public terms and conditions of this Agreement or otherwise disclose the terms of this Agreement to any Third Party may be made by either Party, without the prior written consent of the otherother Party. However, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each each Party shall have the limited right to expeditiously review disclose the non-public terms and recommend changes conditions of this Agreement to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement its Affiliates and/or if and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, solely to the extent information regarding this Agreement has already been publicly disclosedreasonably necessary (as reasonably determined based upon the advice of such Party’s legal counsel) to be disclosed (1) to Third Parties and their respective legal counsel with whom such Party is negotiating a permitted assignment under Section 12.10, either Party may subsequently disclose the same information (2) to the public without the consent potential and actual licensees/sublicensees and other collaborators (and their legal counsel) of the other PartyCompounds or Products, and/or (3) to accredited investors, qualified institutional buyers, and qualified purchasers and their legal counsel (as such terms are defined in the U.S. Securities Act of 1933 and/or the U.S. Securities Exchange Act of 1934, as amended). Each Prior to making any such disclosure under this Section 7.3, such Party shall also be permitted ensure that the recipient is subject to disclose the terms written obligations of confidentiality and non-use that are no less restrictive than those set forth in this Agreement, and such Party will limit the content and timing of any such disclosure as much as reasonably possible to avoid and/or minimize the disclosure of competitively sensitive information. However, nothing in each case on this Section 7.3 shall prohibit a need Party from making such disclosures if and to know basis under appropriate confidentiality provisions substantially equivalent the extent reasonably required to those comply with applicable federal or state securities laws or any rule or regulation of this Agreementany nationally recognized securities exchange; provided that in such event, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each disclosing Party shall give notify and consult with the other Party a reasonable opportunity prior to review those portions of all filings such required disclosure and shall diligently seek confidential treatment to the fullest extent available. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the United States Securities and Exchange Commission (or any stock exchangepursuant to Rule 406 of the Securities Act of 1933, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be soughtas amended.

Disclosure of Agreement Terms. (a) Except to the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or as otherwise permitted in accordance with this Section 6.3, neither Party nor its Affiliates shall make any public announcements concerning the terms of this Agreement or the transactions contemplated hereby or otherwise disclose the terms of this Agreement or the transactions contemplated hereby to any Third Party without the prior written consent of the other, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement by the other PartyParty or its Affiliates, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement announcement, and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall also be permitted to disclose the terms of this Agreement, in each case on a need to know basis under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business business, without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each Party shall give the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought. [*] = 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.

Disclosure of Agreement Terms. (a) Except to Promptly after the extent required by Law or any securities exchange or governmental authority or any tax authority to which any Party is subject or submits or Effective Date, Zai Lab may issue a press release in the form attached hereto as otherwise permitted in accordance with this Section 6.3, neither Party shall make any Exhibit G. No other public announcements concerning disclosure of the non-public terms and conditions of this Agreement or otherwise disclose the terms of this Agreement to any Third Party may be made by either Party, without the prior written consent of the otherother Party. However, which shall not be unreasonably withheld, conditioned or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter hereof, as practicable under the circumstances, reasonably prior to its scheduled release. Each each Party shall have the limited right to expeditiously review disclose the non-public terms and recommend changes conditions of this Agreement to any such announcement by the other Party, and, except as otherwise required by securities exchange listing requirements or applicable Law, approve such announcement its Affiliates and/or if and the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party. (b) Notwithstanding the foregoing, solely to the extent information regarding this Agreement has already been publicly disclosedreasonably necessary (as reasonably determined based upon the advice of such Party’s legal counsel) to be disclosed (1) to Third Parties and their respective legal counsel with whom such Party is negotiating a permitted assignment under Section 12.10, either Party may subsequently disclose the same information (2) to the public without the consent potential and actual licensees/sublicensees and other collaborators (and their legal counsel) of the other PartyCompounds or Products, and/or (3) to accredited investors, qualified institutional buyers, and qualified purchasers and their legal counsel (as such terms are defined in the U.S. Securities Act of 1933 and/or the U.S. Securities Exchange Act of 1934, as amended). Each Prior to making any such disclosure under this Section 7.3, such Party shall also be permitted ensure that the recipient is subject to disclose the terms written obligations of confidentiality and non-use that are no less restrictive than those set forth in this Agreement, and such Party will limit the content and timing of any such disclosure as much as reasonably possible to avoid and/or minimize the disclosure of competitively sensitive information. However, nothing in each case on this Section 7.3 shall prohibit a need Party from making such disclosures if and to know basis under appropriate confidentiality provisions substantially equivalent the extent reasonably required to those comply with applicable federal or state securities laws or any rule or regulation of this Agreementany nationally recognized securities exchange; provided that in such event, to its actual or potential investors, lenders, acquirers, merger partners, consultants, professional advisors, donors, or funding sources. Novartis may, in the ordinary course of business without XOMA’s consent, inform its customers, suppliers and business contacts that Novartis has obtained the right under this Agreement to sell Products in the Territory. (c) Each disclosing Party shall give notify and consult with the other Party a reasonable opportunity to review those portions of all filings with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the U.S.) describing the terms of this Agreement (including any filings of this Agreement) prior to submission of such filings, required disclosure and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which diligently seek confidential treatment should be soughtto the fullest extent available.