Common use of Disclosure of Agreement Clause in Contracts

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3.

Disclosure of Agreement. Except as contemplated hereinThe Parties agree that the material terms of this Agreement shall be considered Confidential Information of both parties, neither subject to the special authorized disclosure provisions set forth below in this Section 8.4 (in lieu of the authorized disclosure provisions set forth in Section 8.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.11. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning the terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat or disclose any information as to the terms of this Agreement that has already been publicly disclosed by such Party in accordance with the foregoing or by the other Party, or any similar or comparable information. Either Party may disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without such Party’s existing investors, lenders, directors and professional advisors and to potential investors, lenders, acquirors or merger partners and their professional advisors who are bound by written or professional obligations of non-disclosure and non-use that are at least as stringent as those contained in this Article 8 or are customary for such purpose. Licensee also may disclose the prior written consent relevant terms of this Agreement to potential sublicensees who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 8. Each Party acknowledges that the other Party. Without limitation, these prohibitions apply Party may be obligated to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for file a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or related information by tax authorities. Notwithstanding current report on Form 8-K or with any registration statement filed with the foregoingSEC pursuant to the Securities Act of 1933, as amended and each Party may disclose shall be entitled to make such filings, provided, however, that the filing Party requests (to the extent legally permitted) confidential treatment of the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Partyhereof for which confidential treatment is customarily sought, to its financial and other advisors, including legal counsel, and the extent such confidential treatment is reasonably available to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information under the circumstances then prevailing. In the event of any such filing, the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that filing Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum copy of five (5) business days the Agreement marked to review show provisions for which the proposed public statement. The Parties will then discuss what information, if any, will actually be released filing Party intends to seek confidential treatment and that Party shall obtain reasonably consider the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s timely comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3thereon.

Disclosure of Agreement. Except as contemplated herein, neither Either Party shall may disclose the terms of this Agreement (nor a redacted version thereofa) to the extent required or advisable to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in the Territory, [***]; (b) to actual acquirers, permitted assignees, merger partners, existing investment bankers, investors and lenders or financing sources, provided that such Third Person without the prior written consent of Party has executed with such Party, and such Party has provided to the other Party. Without limitation, these prohibitions apply a copy of a confidentiality agreement (redacted for name of party, economic terms or other competitive information) with terms at least as protective with respect to press releasesConfidential Information as those contained herein, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject in a form reasonably acceptable to the requirements other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) (but of duration customary in confidentiality agreements entered into for review similar purpose), (c) for customary discussions and approval that followother disclosures with and to bona fide prospective acquirers, this provision does not apply permitted assignees or merger candidates or to bona fide potential investment bankers, investors and lenders, or financing sources in a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy redacted form of this Agreement or related information by tax authorities. Notwithstanding the foregoingits terms which shall be redacted in respect of financial terms, each including payment amounts, provided that either Party may disclose the terms contained in an unredacted form of this Agreement (including the foregoing information regarding payments) to its independent auditors in connection such parties, but only at such time as such Third Party has executed with audits of the Receiving such Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons such Party has provided to the same extent that such Party is permitted other Party, a copy of a confidentiality agreement (redacted for name of party, economic terms or other competitive information) with terms at least as protective with respect to disclose Confidential Information of as those contained herein, in a form reasonably acceptable to the other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed) (but of duration customary in confidentiality agreements entered into for similar purpose), [***]; and (d) to the extent necessary to perform such Party’s obligations or exercise its representatives rights under this Agreement, to any Upstream Licensor, or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Lawsactual or potential licensee, prior to any release sublicensee or collaborator of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to the Licensed Compound or Licensed Products, provided that (1) any portion such Upstream Licensor or actual or potential, licensee, sublicensee or collaborator agree in writing to be bound by obligations of this Agreement or any portion confidentiality and non-use no less protective of the terms of Disclosing Party than those set forth in this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3Article 8 [***].

Disclosure of Agreement. Except as contemplated hereinotherwise provided below, neither Party Cempra nor FFFC shall disclose release any information to any other person regarding the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party, which consent shall not be withheld unreasonably. Without limitationThe foregoing consent requirement includes, these prohibitions apply to but is not limited to, press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings materials and discussions with public officials, securities analysts and the media. However, subject each Party shall be entitled to disclose the terms of this Agreement and specific information and terms relating to this Agreement to the requirements extent such disclosure is required by applicable law or regulation or securities exchange rules or regulations, provided that, to the extent reasonably practicable, such Party shall notify the other Party of this requirement before releasing the information. The notice to the other Party shall include the text of the information proposed for review release, and approval that followthe basis for the required disclosure. The other Party shall, to the extent reasonably practicable, be provided a reasonable opportunity to confer with the notifying Party regarding the necessity for the disclosure and the text of the information proposed for release. A Party shall further be entitled to disclose this provision does not apply Agreement in securities filings with the U.S. Securities and Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Law. In such event, the Party seeking such disclosure shall prepare a disclosure regarding proposed redacted version of this Agreement to request confidential treatment for this Agreement, which counsel to a and the other Party has advised is required by Applicable Lawsshall, to the extent reasonably practicable, be provided a reasonable opportunity (not in any regulatory authorityevent to be required to exceed two (2) business days after receipt of such proposed redactions) to promptly provide its comments. In addition, Securities FFFC and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy Cempra shall each have the right to disclose the terms of this Agreement in confidence to persons engaged or related information by tax authorities. Notwithstanding proposing engagement in fiduciary relationships, such as banks extending credit with the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial investors, and other advisors, including legal counsel, and to its representatives potential investors, merger targets or acquirors and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable their legal counsel and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what informationprofessional advisors, if any, will actually be released such persons are subject to reasonable confidentiality and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party use obligations. Further, FFFC shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of disclose the terms of this Agreement that becomes publicly available without any breach by in confidence to directors, officers, employees and agents of FUJIFILM Corporation and FUJIFILM Holdings Corporation, both parent companies of FFFC, who need to know such Party information for the conduct of any of its obligations under this Section 3.3Agreement if they are subject to reasonable confidentiality and non-use obligations.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityagencies such as the FDA, Securities and Exchange CommissionCommission (“SEC”), Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Receiving Party may disclose the terms contained in this Agreement to its independent auditors Third Persons in connection with audits of any activities or transactions involving the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to Party as set forth in Section 7.2(e). Any press release announcing the same extent that such Party is permitted to disclose Confidential Information signing of this Agreement shall be mutually approved by the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereofParties. If any Party to this Agreement determines a release of information regarding the existence or terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party Lilly shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party CoLucid shall use good faith in taking the non-disclosing PartyLilly’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3.

Disclosure of Agreement. Except as contemplated hereinherein or in the Investors’ Agreement, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityDrug Regulatory Agency, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 7.2 or Section 7.3 hereof. Any press release announcing the signing of this Agreement shall be mutually approved by the Parties. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing other Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts analysts, investors and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityagencies such as the FDA, Securities and Exchange CommissionCommission (“SEC”), Federal Trade Commission or Department of Justice or any applicable stock market or securities exchangeJustice. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding the existence or terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party Lilly shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party PPD shall use good faith in taking the non-disclosing PartyLilly’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations Notwithstanding anything herein to the contrary, any Party to this Agreement (and each employee, representative, or other agent of each Party under this Section 3.3 shall automatically terminate with respect such party) may disclose to any portion and all persons, without limitation of any kind, and in accordance with Treas. Reg. § 1.6011 -4(b)(3), the tax treatment and tax structure of the transactions, not including confidential financial terms, contemplated by this Agreement or and all materials of any portion kind (including opinions and other tax analyses) that are provided to it relating to such tax treatment and tax structure. PPD shall be required to obtain the consent of the terms of Lilly prior to issuing a press release announcing this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3and the transaction contemplated hereby.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityagencies such as the FDA, Securities and Exchange CommissionCommission (“SEC”), Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Receiving Party may disclose the terms contained in this Agreement to its independent auditors Third Persons in connection with audits financing or strategic activities of the Receiving Party, to its financial Party as set forth in Section 6.2(f) and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of as provided in Section 3.2 hereof6.4. If any Party to this Agreement determines a release of information regarding the existence or terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five [*] (5[*]) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party Lilly shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party Magen shall use good faith in taking the non-disclosing PartyLilly’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3.

Disclosure of Agreement. Except as contemplated hereinThe Parties agree that the material terms of this Agreement shall be considered Confidential Information of both Parties, neither subject to the special authorized disclosure provisions set forth below in this Section 8.4 (in lieu of the authorized disclosure provisions set forth in Section 8.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.15. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning the terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat or disclose any information as to the terms of this Agreement that has already been publicly disclosed by such Party in accordance with the foregoing or by the other Party, or any similar or comparable information. Either Party may disclose the terms of this Agreement (nor a redacted version thereofto such Party’s existing investors, lenders, directors and professional advisors and to potential investors, lenders, acquirors or merger partners and their professional advisors who are bound by written or professional obligations of non-disclosure and non-use that are at least as stringent as those contained in this Article 8 or are customary for such purpose. InSite also may disclose this Agreement to Pfizer as required under Section 2(c) to any Third Person without the prior written consent of the other Party. Without limitationPfizer Agreement, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational provided that InSite shall advise Pfizer that such disclosure is Confidential Information under the Pfizer Agreement and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review obligations of non-disclosure and approval non-use in Section 11(a) of the Pfizer Agreement. Inspire also may disclose the relevant terms of this Agreement to potential sublicensees who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 8. Each Party acknowledges that follow, this provision does not apply the other Party may be obligated to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for file a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or related information by tax authorities. Notwithstanding current report on Form 8-K or with any registration statement filed with the foregoingSEC pursuant to the Securities Act of 1933, as amended, and each Party may disclose shall be entitled to make such filings, provided, however, that the filing Party requests (to the extent legally permitted) confidential treatment of the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Partyhereof for which confidential treatment is customarily sought, to its financial and other advisors, including legal counsel, and the extent such confidential treatment is reasonably available to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information under the circumstances then prevailing. In the event of any such filing, the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that filing Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum copy of five (5) business days the Agreement marked to review show provisions for which the proposed public statement. The Parties will then discuss what information, if any, will actually be released filing Party intends to seek confidential treatment and that Party shall obtain reasonably consider the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s timely comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3thereon.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose Disclosure of the execution and terms of this Agreement shall be made by each Party in its own separate press release that is in a form acceptable to the other Party on the Amendment Effective Date (nor and in the case of either Party, a redacted version report on Form 8-K); and neither Party shall make any public disclosure with respect to or describing the Agreement (including the relationship of the Parties hereunder and the terms thereof) that is contrary to or inconsistent with the substance in such press release or the Agreement. To the extent that either Party reasonably determines that it is required to file a copy of this Agreement to comply with the requirements, rules, laws or regulations of any applicable stock exchange, or any governmental or regulatory authority or body, including without limitation the U.S. Securities and Exchange Commission (the “SEC”) (collectively, the “Disclosure Obligations”), such Party shall promptly inform the other Party thereof. Prior to making any such filing of a copy of this Agreement, the Parties shall mutually agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with such filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. The Parties will reasonably cooperate in responding promptly to any Third Person comments received from the SEC with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if such treatment is not achieved after the first round of responses to comments from the SEC. Notwithstanding anything to the contrary in this Agreement, either Party may make reference to the existence of this Agreement and describe the relationship between the Parties in connection with any required securities filings or other required public disclosure without the prior written consent of seeking the other Party’s prior consent. Without limitation, these prohibitions This paragraph shall apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject respect to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department filing of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in any public disclosure relating to this Agreement to its independent auditors in connection comply with audits of the Receiving PartyDisclosure Obligations, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of notwithstanding the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.37.

Disclosure of Agreement. Except as contemplated herein, neither Party Neither Coulxxx xxx SB shall disclose release to any THIRD PARTY or publish in any way any non-public information with respect to the terms of this Agreement (nor a redacted version thereof) to any Third Person or concerning their cooperation without the prior written consent of the other Partyand [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Without limitation107. 121 agreement upon the nature and text of such announcement or disclosure, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and which consent will not be unreasonably withheld or delayed; provided; however that either Party may disclose the media. However, subject terms of this Agreement to the requirements for review extent required to comply with applicable laws, including without limitation the rules and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required regulations promulgated by Applicable Laws, to any regulatory authority, the Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy and the Party intending to disclose the terms of this Agreement shall provide the nondisclosing Party an opportunity to review and comment on the intended disclosure in reasonably sufficient time (such time period to depend on the urgency of the intended disclosure) prior to public release, and shall provide the other Party with a written copy thereof, in order to allow such other Party to comment upon such announcement or related disclosure. Each Party agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures regarding this Agreement to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information by tax authoritiesof either Party included in any such disclosure. Notwithstanding the foregoingany other provision of this Agreement, each Party may disclose the terms contained in of this Agreement to its independent auditors in connection with audits of the Receiving Partylenders, to its financial investment bankers and other advisors, including legal counsel, and to financial institutions ("Third Party Lender") of its representatives and Third Persons to choice solely for purposes of financing the same extent that business operations of such Party is permitted to disclose Confidential Information either (i) upon the written consent of the other Party or (ii) if the disclosing Party obtains a signed confidentiality agreement with such financial institution with respect to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that such agreement to contain, at a minimum, the following: (i) The Third Party will notify Lender shall hold the other information disclosed to it by such Party ("Loan Information") in writing as soon as practicable strict confidence and provide as much detail as possible shall use diligent efforts, which shall not in relation any event be less than the Third Party Lender uses to the prevent unauthorized use or disclosure required andof its own valuable, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what confidential information, if anyto prevent any unauthorized use or disclosure of such Loan Information. (ii) The Third Party Lender shall not, will actually be released and that Party shall obtain without the other Party’s prior written consent or conduct of such Party, use the Loan Information disclosed to it for any actions it may reasonably take to prevent or limit purpose of other than the requested disclosure. In additionuse for which such Loan Information was disclosed by such Party. (iii) Upon completion of the authorized use by such Third Party Lender and in the absence of any further agreement between the Parties, the non-disclosing Third Party Lender shall have the right to review cease all use and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall make no further use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by Loan Information and shall, upon written request from such Party of any of its obligations under this Section 3.3Party, promptly return all Loan Information to such Party.

Disclosure of Agreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or Applicable Laws, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or Applicable Laws. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by Applicable Law or as contemplated hereinotherwise permitted in accordance with this Section 13.3, neither Party shall disclose the terms of make any public announcements concerning this Agreement (nor a redacted version thereof) to any Third Person or the subject matter hereof without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreementother, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authoritiesshall not be unreasonably withheld. Notwithstanding the foregoing, each to the extent information regarding this Agreement has already been publicly disclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms contained of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement to its independent auditors in connection with audits of the Receiving PartyAgreement, to its financial and other advisorsany actual or potential investors, including legal counselacquirers, merger partners, or purchasers of assets of such Party and to its representatives and Third Persons to the same extent that such professional advisors thereof. Each Party is permitted to disclose Confidential Information of shall give the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days reasonable opportunity to review all filings with the proposed public statement. The Parties will then discuss what information, if any, will actually be released United States Securities and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of Exchange Commission describing the terms of this Agreement that becomes publicly available 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 without any breach by such Party limitation the provisions of any of its obligations under this Section 3.3Agreement for which confidential treatment should be sought.

Disclosure of Agreement. Neither Party shall issue any press release or other public disclosure regarding the Agreement or the other Parties’ activities hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or Applicable Laws. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold, delay or condition consent to such releases. Except to the extent required by Applicable Law or as contemplated hereinotherwise permitted in accordance with this Section 5.3, neither Party shall disclose the terms of make any public announcements concerning this Agreement (nor a redacted version thereof) to any Third Person or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Without limitation, these prohibitions apply Each Party shall be permitted to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and disclose the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding terms of this Agreement, which counsel in each case under appropriate confidentiality provisions substantially equivalent to a Party has advised is required by Applicable Lawsthose of this Agreement, to any regulatory authorityactual or potential investors, acquirers, merger partners, licensees or sublicensees, or purchasers of assets of such Party and to the professional advisors thereof. Each Party shall give the other Party a reasonable opportunity where practical to review all filings with the United States Securities and Exchange Commission describing the terms 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 without limitation the provisions of this Agreement for which confidential treatment should be sought; provided that no further review shall be provided for disclosures for which consent has been obtained. Notwithstanding, with respect to the filing of this Agreement by Navidea with the United States Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection Navidea shall provide SpePharm with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of at least five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3proposed filing.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this AgreementAgreement which is within the scope of the exceptions set forth in Section 7.2, including, without limitation, disclosure which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityagencies such as the FDA, Securities and Exchange CommissionCommission (“SEC”), Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding the existence or terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) [***] business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party Lilly shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party Neurogenetics shall use good faith in taking the non-disclosing PartyLilly’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3.

Disclosure of Agreement. Except as contemplated herein, neither Either Party shall may disclose the terms of this Agreement (nor a redacted version thereofa) to any Third Person without the prior written consent of extent required or advisable to comply with the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational rules and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and regulations promulgated by the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, United States Securities and Exchange Commission, Federal Trade Commission or Department any equivalent governmental agency in any country in the Territory, provided that such Party shall submit a confidential treatment request in connection with such disclosure and shall submit with such confidential treatment request only such redacted form of Justice this Agreement as may be mutually agreed in writing by the Parties; (b) to bona fide prospective or any applicable stock market actual acquirers, permitted assignees or securities exchange. This includes requests for merger candidates or to bona fide existing or potential investment bankers, investors and lenders, or financing sources, in a copy redacted form of this Agreement or related information by tax authorities. Notwithstanding its terms which shall be redacted in respect of (i) the foregoingidentity of Targets, each (ii) Development Milestone Events or Sales Milestone Events and Development Milestone Payments or Sales Milestone Payments under Section 7.3 (other than total potential milestones per Target), and (iii) royalties and computations in Section 7.4; provided that, either Party may disclose the terms contained in an unredacted form of this Agreement (including the foregoing information regarding Targets and payments) to its independent auditors bona fide potential or actual acquirers and permitted assignees or merger candidates, but only at such time as (x) the Disclosing Party certifies in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons writing to the same extent other Party that such Party is permitted reasonably and in good faith believes, that it has reached agreement on all substantial economic terms and that it will execute a definitive agreement with respect to disclose the proposed transaction within the following [***] Business Days and (y) such Third Party has executed with such Party, and such Party has provided to the other Party, a copy of a confidentiality agreement (redacted for name of party, economic terms or other competitive information) with terms substantially as protective with respect to Confidential Information of as those contained herein, in a form reasonably acceptable to the other Party to its representatives (which acceptance shall not be unreasonably withheld, conditioned or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such informationdelayed); and provided further, that Party will notify in the other Party case of disclosure by DICERNA to a Competitor, DICERNA may only disclose such unredacted Agreement or its terms in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment secure data room accessible only on a redaction of this Agreement required by the SEC or other agencies need to know basis with watermarking and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate controlled access with respect to the proposed transaction with such Competitor, and in accordance with the foregoing (x) and (y); and (c) to the extent necessary to perform obligations or exercise rights under this Agreement, any portion sublicensee, collaborator or potential sublicensee or potential collaborator of this Agreement such Party, provided that any sublicensee, collaborator or any portion potential sublicensee or collaborator agree in writing to be bound by obligations of confidentiality and non-use no less protective of the terms of Disclosing Party than those set forth in this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3Article 9.

Disclosure of Agreement. 16.1 Except as contemplated hereinrequired by law, neither Party shall disclose not release any information to any third person, other than an Affiliate, with respect to the existence or terms of this [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitationThis prohibition includes, these prohibitions apply to but is not limited to, press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings filings, and discussions with lenders, investment bankers, public officials, securities analysts and the media. HoweverNotwithstanding the foregoing, subject the Parties have agreed that MDRNA shall provide COH with an executed copy of this Agreement and may issue a press release, in the form attached hereto as Exhibit 1 promptly following the Effective Date. The Parties understand and agree that MDRNA shall be required to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for submit a copy of this Agreement or related information by tax authorities. Notwithstanding to the foregoing, each Party may disclose U.S. Securities Exchange Commission (the terms contained in this Agreement to its independent auditors “SEC”); and in connection with audits therewith, MDRNA agrees to use commercially reasonable efforts to obtain the consent of the Receiving Party, SEC to its financial and other advisors, including legal counsel, and allow MDRNA to its representatives and Third Persons to the same extent that such redact appropriate portions of this Agreement. 16.2 If a Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of such information regarding terms of this Agreement is required by Applicable Lawslaw, prior to any release of such information, that Party will it shall notify the other Party in writing as soon as practicable and provide as much detail as possible in relation within a reasonable time before the time of the proposed release and, to the disclosure required andextent reasonably practicable, where possible under Applicable Laws, will endeavor in good faith to shall provide the other Party with an opportunity to redact its confidential or proprietary information and/or seek a minimum protective order or other similar relief. The notice shall include the exact text of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies release and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion time and manner of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3release. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Disclosure of Agreement. Except as contemplated hereinEither Party may disclose the terms of this Agreement: CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, neither MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL (a) to the extent required or advisable to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in the Territory, provided that such disclosing Party shall (i) except where impracticable, give reasonable advance notice to the other Party of such required disclosure and a copy of the proposed disclosure, including any request for confidential treatment or redactions proposed by the disclosing Party, and (ii) consider in good faith any requests by the other Party to seek confidential treatment for or redactions of any portions of such proposed disclosure, it being understood and agreed that the disclosing Party shall have the right, if so advised by such Party’s counsel, to disclose the terms of this Agreement if required or advisable to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in the Territory; (nor a redacted version thereofb) to any actual acquirers, permitted assignees, merger partners, existing investment bankers, investors and lenders or financing sources, provided, that such Third Person without the prior written consent of Party has executed with such Party, and such Party has provided to the other Party. Without limitation, these prohibitions apply a copy of a confidentiality agreement (redacted for name of party, economic terms or other competitive information) with terms at least as protective with respect to press releasesConfidential Information as those contained herein, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject in a form reasonably acceptable to the requirements other Party (which acceptance shall not be unreasonably withheld, conditioned or delayed); (c) for review customary discussions and approval other disclosures with and to bona fide prospective acquirers, permitted assignees or merger candidates or to bona fide potential investment bankers, investors and lenders, or financing sources, provided, that followsuch Third Party has executed with such Party, this provision does and such Party has provided to the other Party, a copy of a confidentiality agreement (redacted for name of party, economic terms or other competitive information) with terms at least as protective with respect to Confidential Information as those contained herein, in a form reasonably acceptable to the other Party (which acceptance shall not apply be unreasonably withheld, conditioned or delayed); and (d) to a disclosure regarding the extent necessary to perform such Party’s obligations or exercise its rights under this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission actual or Department potential licensee or sublicensee of Justice such Party with respect to the Licensed Compound or any applicable stock market or securities exchange. This includes requests for Licensed Products in a copy redacted form of this Agreement or related information its terms which shall be redacted in respect of financial terms, including payment amounts, provided, that (1) any such actual or potential, licensee or sublicensee agrees in writing to be bound by tax authorities. Notwithstanding obligations of confidentiality and non-use no less protective of the foregoing, each Disclosing Party may disclose the terms contained than those set forth in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3ARTICLE 8.

Disclosure of Agreement. Except as contemplated hereinThis Agreement and the terms herein shall be considered the Confidential Information of each of the Parties and shall be treated confidentially by each of the Parties, neither except that either Party shall or its Affiliates may disclose the terms of this Agreement: (a) to the extent required or advisable to comply with the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory, provided that such Party shall submit a confidential treatment request in connection with such disclosure and shall submit with such confidential treatment request only such redacted form of this Agreement as may be mutually agreed in writing by the Parties; (b) to external counsel to bona fide prospective Acquirers who would only have access on a need-to-know basis, in a secure data room (which would contain documents that are water-marked and accessible on a time-stamped basis) following agreement on all material terms of the prospective transaction and would be restricted from sharing the terms with such counsel’s client, provided that, either Party may disclose an unredacted form of this Agreement (nor a redacted version thereofincluding the foregoing information regarding Targets and payments) to the senior management of such prospective Acquirers, but only at such time as (x) the Party wishing to so disclose such information certifies in writing to the other Party that such Party reasonably and in good faith believes, that it has reached agreement on all substantial economic terms and that it will execute a definitive agreement with respect to the proposed transaction within the following [* * *] and (y) the prospective Acquirer has executed a non-disclosure agreement restricting it to use such terms solely for purposes of evaluating the potential acquisition, restricting access to such individuals as may need to know the information for such evaluation, and strictly prohibiting disclosure of such terms by the prospective Acquirer; (c) upon request from a Governmental Authority (such as tax authorities), provided the disclosing Party uses reasonable efforts to ensure the Governmental Authority maintains such terms as confidential; (d) to applicable licensors, to the extent necessary to comply with the terms of any Third Person without Party license agreement, the prior written consent of rights under which are sublicensed to the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject Party under this Agreement; and, (e) to the requirements for review and approval that follow, this provision does not apply extent necessary to a disclosure regarding perform obligations or exercise rights under this Agreement, which counsel any sublicensee, collaborator or potential sublicensee or potential collaborator of such Party, provided that (i) any sublicensee, collaborator or potential sublicensee or collaborator agree in writing to a be bound by obligations of confidentiality and non-use no less protective of the disclosing Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained than those set forth in this Agreement to its independent auditors in connection with audits of Agreement; and (ii) the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to shall be redacted from any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3Agreement.

Disclosure of Agreement. Except as contemplated hereinThe Parties agree that the material terms of this Agreement shall be considered Confidential Information of both Parties, neither subject to the special authorized disclosure provisions set forth below in this Section 11.3 (in lieu of the authorized disclosure provisions set forth in Section 11.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.8. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning the terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat or disclose any information as to the terms of this Agreement that has already been publicly disclosed by such Party in accordance with the foregoing or by the other Party, or any *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. similar or comparable information. Either Party may disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior such Party’s existing investors, lenders, directors and professional advisors and to potential investors, lenders, acquirors or merger partners and their professional advisors who are bound by written consent or professional obligations of non-disclosure and non-use that are at least as stringent as those contained in this Article 11 or are customary for such purpose. Each Party acknowledges that the other Party. Without limitation, these prohibitions apply Party may be obligated to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for file a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or related information by tax authorities. Notwithstanding current report on Form 8-K or with any registration statement filed with the foregoingSEC pursuant to the Securities Act of 1933, as amended, and each Party may disclose shall be entitled to make such filings, provided, however, that the filing Party requests (to the extent legally permitted) confidential treatment of the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Partyhereof for which confidential treatment is customarily sought, to its financial and other advisors, including legal counsel, and the extent such confidential treatment is reasonably available to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information under the circumstances then prevailing. In the event of any such filing, the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that filing Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum copy of five (5) business days the Agreement marked to review show provisions for which the proposed public statement. The Parties will then discuss what information, if any, will actually be released filing Party intends to seek confidential treatment and that Party shall obtain reasonably consider the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s timely comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3thereon.

Disclosure of Agreement. Except as contemplated hereinThe Parties agree that the material terms of this Agreement shall be considered Confidential Information of both Parties, neither subject to the special authorized disclosure provisions set forth below in this Section 11.3 (in lieu of the authorized disclosure provisions set forth in Section 11.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.8. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning the terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat or disclose any information as to the terms of this Agreement that has already been publicly disclosed by such Party in accordance with the foregoing or by the other Party, or any similar or comparable information. Either Party may disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior such Party’s existing investors, lenders, directors and professional advisors and to potential investors, lenders, acquirors or merger partners and their professional advisors who are bound by written consent or professional obligations of non-disclosure and non-use that are at least as stringent as those contained in this Article 11 or are customary for such purpose. Each Party acknowledges that the other Party. Without limitation, these prohibitions apply Party may be obligated to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for file a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or related information by tax authorities. Notwithstanding current report on Form 8-K or with any registration statement filed with the foregoingSEC pursuant to the Securities Act of 1933, as amended, and each Party may disclose shall be entitled to make such filings, provided, however, that the filing Party requests (to the extent legally permitted) confidential treatment of the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Partyhereof for which confidential treatment is customarily sought, to its financial and other advisors, including legal counsel, and the extent such confidential treatment is reasonably available to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information under the circumstances then prevailing. In the event of any such filing, the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that filing Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum copy of five (5) business days the Agreement marked to review show provisions for which the proposed public statement. The Parties will then discuss what information, if any, will actually be released filing Party intends to seek confidential treatment and that Party shall obtain reasonably consider the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit timely comments thereon. *Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3omitted portions.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose for the terms filing of a copy of this Agreement (nor a redacted version thereof) with the Securities and Exchange Commission or other securities commission of such other jurisdictions whose laws may apply to either Party to the extent required by law and such other public announcements as may hereafter become required by law, regulation or rule due to changes from the facts and circumstances in existence as of the Effective Date, no Party hereunder shall disclose this Agreement or make any Third Person public announcement or filing concerning this Agreement or the subject matter hereof without the prior written consent of the other Partyother. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and In the media. However, subject event that pursuant to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to foregoing a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for shall file a copy of this Agreement with the Securities and Exchange Commission or related information by tax authorities. Notwithstanding the foregoing, each Party other securities commission of such other jurisdictions whose laws may disclose the terms contained in this Agreement apply to its independent auditors in connection with audits of the Receiving either Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of it shall use reasonable efforts seek confidential treatment for all portions thereof reasonably requested by the other Party. Any proposed announcement or filing by a Party shall be made available to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing advance of publication or filing, as soon as practicable the case may be, for review and provide as much detail as possible in relation comment. If a Party decides to the make an announcement or disclosure required andby law or as otherwise permitted under this Section 6.4 (Disclosure Agreement) of this Agreement, where possible under Applicable Laws, it will endeavor in good faith to provide the other Party with a minimum at least ten (10) Business Days, where possible, advance written notice of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released text of any such written announcement or Novavax Esprit License and that Party shall obtain the other Party’s prior written consent Development Agreement — disclosure or conduct content of any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have written disclosure or announcement, except to the right to review and comment on a redaction extent applicable law requiring disclosure would not permit such advance notice (such as in the case of this Agreement required by the SEC or other agencies and certain securities filings), in which case the disclosing Party shall use good faith in taking will give the non-disclosing Party’s comments into account prior maximum notice possible under the circumstances, so that the other Party will have an opportunity to releasing comment upon the redaction to the SEC announcement or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3disclosure.

Disclosure of Agreement. Except as contemplated herein, neither Neither Party shall disclose the terms or conditions of this Agreement (nor a redacted version thereof) to or make any Third Person public announcement concerning this Agreement without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releaseswhich shall not be unreasonably withheld, annual reportsexcept such consent shall not be required and, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject notwithstanding anything else to the requirements for review contrary, a Party shall be permitted to disclose the terms and approval conditions of this Agreement (a) in connection with an equity * The asterisk denotes that followconfidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. investment, this provision does not apply to loan or similar financing transaction, (b) in connection with a disclosure regarding consolidation, merger, change of control or sale of all or substantially all of the assets of a Party, (c) in connection with the granting of a sublicense under this Agreement, which counsel (d) in connection with a legal proceeding or an order of a court or government agency, (e) where such disclosure is made to attorneys, accountants and other advisors to a Party has advised Party, (f) where such disclosure is required by Applicable Lawsin accordance with any applicable law, to any regulatory authorityrule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission, Federal Trade Commission or Department of Justice NASDAQ or any applicable other stock market or exchange on which securities exchange. This includes requests for a copy are traded; provided that in the case of this Agreement or related information by tax authorities. Notwithstanding items (b) and (c) above, such disclosure is made under appropriate terms and conditions, including confidentiality provisions at least as protective of the foregoing, each Party may disclose the terms contained Disclosing party as those in this Agreement to its independent auditors in connection with audits Agreement. In the event of a required public announcement, except under extraordinary circumstances, the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that Party making such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to announcement shall provide the other Party with a minimum copy of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right a reasonable opportunity to review and comment on a redaction upon the proposed text. On the Effective Date, the Parties shall issue one or more press releases attached hereto as Schedule 9.7. Once text of this Agreement required by any press release or announcement is approved, the SEC or other agencies and the disclosing Party shall use good faith substance of that which is disclosed in taking the non-disclosing Party’s comments into account prior to releasing the redaction such text may be disclosed to the SEC or such agency. The obligations of each public by a Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion without the permission of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3other Party.

Disclosure of Agreement. The Parties have agreed to jointly issue a public announcement of the execution of this Agreement, on or promptly after the Effective Date, and a draft of which is attached hereto as Exhibit B. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the other Parties’ activities hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or Applicable Laws. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold, delay or condition consent to such releases. Except to the extent required by Applicable Law or as contemplated hereinotherwise permitted in accordance with this Section 14.3, neither Party shall disclose the terms of make any public announcements concerning this Agreement (nor a redacted version thereof) to any Third Person or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Without limitation, these prohibitions apply Each Party shall be permitted to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and disclose the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding terms of this Agreement, which counsel in each case under appropriate confidentiality provisions substantially equivalent to a Party has advised is required by Applicable Lawsthose of this Agreement, to any regulatory authorityactual or potential investors, acquirers, merger partners, licensees or sublicensees, or purchasers of assets of such Party and to the professional advisors thereof. Each Party shall give the other Party a reasonable opportunity where practical to review all filings with the United States Securities and Exchange Commission describing the terms 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 without limitation the provisions of this Agreement for which confidential treatment should be sought; provided that no further review shall be provided for disclosures for which consent has been obtained. Notwithstanding, with respect to the filing of this Agreement by Company with the United States Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection Company shall provide SpePharm with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of at least five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3proposed filing.

Disclosure of Agreement. Except as contemplated herein, neither Neither Party shall disclose the terms or conditions of this Agreement (nor a redacted version thereof) to or make any Third Person public announcement concerning this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, except such consent shall * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Without limitationnot be required and, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject notwithstanding anything else to the requirements for review contrary, a Party shall be permitted to disclose the terms and approval that followconditions of this Agreement (a) in connection with an equity investment, this provision does not apply to loan or similar financing transaction, (b) in connection with a disclosure regarding consolidation, merger, change of control or sale of all or substantially all of the assets of a Party, (c) in connection with the granting of a sublicense under this Agreement, which counsel (d) in connection with a legal proceeding or an order of a court or government agency, (e) where such disclosure is made to attorneys, accountants and other advisors to a Party has advised Party, (f) where such disclosure is required by Applicable Lawsin accordance with any applicable law, to any regulatory authorityrule or regulation (including, without limitation, disclosure requirements of the U.S. Securities and Exchange Commission, Federal Trade Commission or Department of Justice NASDAQ or any applicable other stock market or exchange on which securities exchange. This includes requests for a copy are traded; provided that in the case of this Agreement or related information by tax authorities. Notwithstanding items (b) and (c) above, such disclosure is made under appropriate terms and conditions, including confidentiality provisions at least as protective of the foregoing, each Party may disclose the terms contained Disclosing party as those in this Agreement to its independent auditors in connection with audits Agreement. In the event of a required public announcement, except under extraordinary circumstances, the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that Party making such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to announcement shall provide the other Party with a minimum copy of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that text prior to such announcement sufficiently in advance of the scheduled release of such announcement to afford such other Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right a reasonable opportunity to review and comment on a redaction upon the proposed text. On the Effective Date, the Parties shall issue one or more press releases attached hereto as Schedule 9.7. Once text of this Agreement required by any press release or announcement is approved, the SEC or other agencies and the disclosing Party shall use good faith substance of that which is disclosed in taking the non-disclosing Party’s comments into account prior to releasing the redaction such text may be disclosed to the SEC or such agency. The obligations of each public by a Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion without the permission of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3other Party.

Disclosure of Agreement. Except as contemplated herein, neither Party shall disclose the terms of this Agreement (nor a redacted version thereof) to any Third Person without the prior written consent of the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts analysts, investors and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authorityagencies such as the FDA, Securities and Exchange CommissionCommission (“SEC”), Federal Trade Commission or Department of Justice or any applicable stock market or securities exchangeJustice. This includes requests for a copy of this Agreement or related information by tax authorities. Notwithstanding the foregoing, each Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding the existence or terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable practical and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party Lilly shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party PPD shall use good faith in taking the non-disclosing PartyLilly’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations Notwithstanding anything herein to the contrary, any Party to this Agreement (and each employee, representative, or other agent of each Party under this Section 3.3 shall automatically terminate with respect such party) may disclose to any portion and all persons, without limitation of any kind, and in accordance with Treas. Reg. § 1.6011-4(b)(3), the tax treatment and tax structure of the transactions, not including confidential financial terms, contemplated by this Agreement or and all materials of any portion kind (including opinions and other tax analyses) that are provided to it relating to such tax treatment and tax structure. PPD shall be required to obtain the consent of the terms of Lilly prior to issuing a press release announcing this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3and the transaction contemplated hereby.

Disclosure of Agreement. Except Neither Buyer nor Wyeth shall release to any Third Party or publish in any way any non-public information with respect to the terms of this Agreement or concerning their cooperation without the prior written consent of the other, which consent will not be unreasonably withheld or delayed, provided, however, that either Party may disclose the terms of this Agreement to the extent required to comply with applicable laws, including, without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission (the "SEC"), provided, however, that prior to making any such disclosure, the Party intending to so disclose the terms of this Agreement shall (i) provide the nondisclosing Party with written notice of the proposed disclosure and a opportunity to review and comment on the intended disclosure which is reasonable under the circumstances and (ii) shall seek confidential treatment for as much of the disclosure as is reasonable under the circumstances, including, without limitation, seeking confidential treatment of any information as may be requested by the other Party. Notwithstanding the foregoing, Wyeth acknowledges and agrees that Buyer may publicly file a copy of this Agreement, the Asset Purchase Agreement and each other agreement related to the transactions contemplated hereinthereby as an exhibit to its reports with the SEC if Buyer determines such filing to be necessary, neither provided that Buyer shall take, in consultation with Wyeth, all reasonable and lawful actions to obtain confidential treatment with respect to the provisions of this Agreement, the Asset Purchase Agreement and each other agreement related to the transactions contemplated thereby reasonably deemed to be competitively sensitive or confidential information. Notwithstanding any other provision of this Agreement, each Party shall may disclose the terms of this Agreement (nor a redacted version thereofi) to any one or more Third Person without Parties and/or their advisors in connection with a proposed spin-off, joint venture, divestiture, merger or other similar transaction involving all, or substantially all, of the prior assets or business of the disclosing Party to which this Agreement relates or (ii) to lenders, investment bankers and other financial institutions of its choice solely for purposes of financing the business operations of such Party, either (a) upon the written consent of the other Party. Without limitation, these prohibitions apply Party or (b) if the disclosing Party obtains a signed confidentiality agreement with such Third Parties with respect to press releases, annual reports, prospectuses, public statements, educational and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, Securities and Exchange Commission, Federal Trade Commission or Department of Justice or any applicable stock market or securities exchange. This includes requests for a copy of this Agreement or related such information by tax authorities. Notwithstanding the foregoing, each Party may disclose the on terms no less restrictive than those contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms of this Agreement is required by Applicable Laws, prior to any release of such information, that Party will notify the other Party in writing as soon as practicable and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith to provide the other Party with a minimum of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required by the SEC or other agencies and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate with respect to any portion of this Agreement or any portion of the terms of this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3Article 8.

Disclosure of Agreement. Except as contemplated herein, neither Either Party shall may disclose the terms of this Agreement (nor a redacted version thereofa) to any Third Person without the prior written consent of extent required or advisable to comply with the other Party. Without limitation, these prohibitions apply to press releases, annual reports, prospectuses, public statements, educational rules and scientific conferences, promotional materials, governmental filings and discussions with public officials, securities analysts and regulations promulgated by the media. However, subject to the requirements for review and approval that follow, this provision does not apply to a disclosure regarding this Agreement, which counsel to a Party has advised is required by Applicable Laws, to any regulatory authority, United States Securities and Exchange Commission, Federal Trade Commission or Department any equivalent governmental agency in any country in the Territory, provided that such Party shall submit a confidential treatment request in connection with such disclosure and shall submit with such confidential treatment request only such redacted form of Justice this Agreement as may be mutually agreed in writing by the Parties; (b) to bona fide prospective or any applicable stock market actual acquirers, permitted assignees or securities exchange. This includes requests for merger candidates or to bona fide existing or potential investment bankers, investors and lenders, or financing sources, in a copy redacted form of this Agreement or related information by tax authorities. Notwithstanding its terms which shall be redacted in respect of (i) the foregoingidentity of Targets, each (ii) Development Milestone Events, Existing Product Sales Milestone Events or Sales Milestone Events and Development Milestone Payments, Existing Product Sales Milestone Payments or Sales Milestone Payments under Section 6.3 (other than total potential milestones per Target), and (iii) royalties and computations in Section 6.5; provided that, either Party may disclose the terms contained in this Agreement to its independent auditors in connection with audits of the Receiving Party, to its financial and other advisors, including legal counsel, and to its representatives and Third Persons to the same extent that such Party is permitted to disclose Confidential Information of the other Party to its representatives or any Third Person pursuant to any of the provisions of Section 3.2 hereof. If any Party to this Agreement determines a release of information regarding terms an unredacted form of this Agreement is required by Applicable Laws(including the foregoing information regarding Targets and payments) to bona fide potential or actual acquirers and permitted assignees or merger candidates, prior to any release of but only at such information, that time as the (x) Disclosing Party will notify the other Party in writing as soon as practicable acting reasonably and provide as much detail as possible in relation to the disclosure required and, where possible under Applicable Laws, will endeavor in good faith believes, that the contemplated merger or acquisition is likely to provide take place with such potential transaction partner to whom ZEALAND wishes to disclose the other Agreement to and (y) such transaction partner has executed with such Disclosing Party a confidentiality agreement with a minimum terms restricting such partner’s use solely for evaluating the potential transaction, restricting access to such individuals as may need to know the information for such evaluation and strictly prohibit disclosure of five (5) business days to review the proposed public statement. The Parties will then discuss what information, if any, will actually be released and that Party shall obtain the other Party’s prior written consent or conduct any actions it may reasonably take to prevent or limit the requested disclosure. In addition, the non-disclosing Party shall have the right to review and comment on a redaction of this Agreement required such terms by the SEC or other agencies partner and the disclosing Party shall use good faith in taking the non-disclosing Party’s comments into account prior to releasing the redaction to the SEC or such agency. The obligations of each Party under this Section 3.3 shall automatically terminate otherwise as protective with respect to any portion Confidential Information as contained herein; and provided further, that in the case of this disclosure by ZEALAND to a Competitor, ZEALAND may only disclose such unredacted Agreement or its terms in a secure data room accessible only on a need to know basis with watermarking and controlled access with respect to the proposed transaction with such Competitor and in accordance with the foregoing (x) and (y) and (c) to the extent necessary to perform obligations or exercise rights under this Agreement, any portion sublicensee, collaborator or potential sublicensee or potential collaborator of such Party, provided that any sublicensee, collaborator or potential sublicensee or collaborator agree in writing to be bound by obligations of confidentiality and non-use no less protective of the terms of Disclosing Party than those set forth in this Agreement that becomes publicly available without any breach by such Party of any of its obligations under this Section 3.3Article 8.