Common use of Disclosure of Transactions Clause in Contracts

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof, issue a press release and/or file with the SEC a Current Report on Form 8-K, including all exhibits thereto (the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Clinical Trial Update or otherwise disclosed to the Investors (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market.

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof, issue a press release and/or file with the SEC a Current Report on Form 8-K, K (including all exhibits thereto (thereto, the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements Documents as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Clinical Trial Update or otherwise disclosed to the Investors (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers in any press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such InvestorPurchaser, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market. (b) No later than June 4, 2024, the Company shall issue a press release and/or a Current Report on Form 8-K (the actual date of such press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Purchasers. Following the Disclosure Date, no Purchaser shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents).

Disclosure of Transactions. (a) The Company shall, by 9:00 8:30 a.m., New York City time, on the first (1st) Business Day business day immediately following the date hereof, issue a press release and/or file with the SEC a Current Report on Form 8-K, including all exhibits thereto hereof (the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by if this Agreement is executed between midnight and 9:00 a.m., New York City time, on November 12any business day, 2024no later than 9:00 a.m., New York City time, on the date hereof), file with the SEC a Current Report on Form 8-K (the “Disclosure Document”) disclosing all material non-public information concerning terms of the Clinical Trial Update or otherwise disclosed transactions contemplated hereby, by the other Transaction Agreements and including as exhibits to the Investors (the actual time of such Current Report on Form 8-K, K the “Disclosure Time”material Transaction Agreements (including this Agreement and the Registration Rights Agreement). Following Upon the issuance of the Disclosure TimeDocument, to the knowledge of the Company, no Investor Purchaser shall be in possession of any material material, non-public information received from the Company, its subsidiaries Company or any of their respective its officers, directors, or employees or agents (including agents, that is not disclosed in the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation Disclosure Document unless otherwise specifically agreed in effecting securities transactionswriting by such Purchaser. Notwithstanding anything in this Agreement to the contrary, the Company shall not not, without the prior written consent of such Purchaser, publicly disclose the name of any Investor Purchaser or any of its affiliates or advisers, or include the name of any Investor Purchaser or any of its affiliates or advisers in (i) any press release, public announcement release or marketing materials or (ii) any filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except with respect to clause (iii) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements (including signature pages thereto) with the SEC or pursuant to other routine proceedings of regulatory authorities, authorities or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Select Market, in which case the Company will provide the Purchaser with prior written notice (including by e-mail) and opportunity to review such disclosure under this clause (ii).

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereofof this Agreement, issue a press release and/or file with the SEC a Current Report on Form 8-K, K (including all exhibits thereto (thereto, the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements Documents as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Clinical Trial Update or otherwise disclosed to the Investors (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Capital Market. (b) No later than December 31, 2024 the Company shall issue a press release and/or a Current Report on Form 8-K (the actual date of such press release and/or Current Report on Form 8-K, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, following the Disclosure Date, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its Representatives in connection with the transactions contemplated under this Agreement. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. (c) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and upon compliance by the Company of this Section 5.5 or Section 8.1 herein, the Company covenants and agrees that, following the Disclosure Date, neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to an Investor without the Investor’s consent, following the Disclosure Date, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company understands and confirms that each Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. (d) Notwithstanding Section 5.5(c) or any other provision to the contrary herein , the Company, or any other Person acting on its behalf, may at any time on or after the date hereof provide to any Investor, to the extent such Investor (i) is then serving as a director, officer or employee of the Company or (ii) is represented by any designee(s) then serving on the Board of Directors, any information that constitutes, or the Company reasonably believes constitutes, material non-public information, without obtaining prior consent from such Investor to the receipt of such information. Any information provided to the Investor pursuant to this Section 5.5(d) shall be kept confidential by the Investor.

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereof, issue a press release and/or file with the SEC U.S. Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K, K (including all exhibits thereto (thereto, the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements Pre-Funded Warrant and attaching this Agreement and the other Transaction Agreements Pre-Funded Warrant as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Clinical Trial Update or otherwise disclosed to the Investors (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the filing of the Disclosure TimeDocument, no Investor shall at such time be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactionsagents. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any press release, public announcement release or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements the Prospectus Supplement and the filing of this Agreement and the Pre-Funded Warrant with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the The Nasdaq Global Market.

Disclosure of Transactions. (a) The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date hereofof this Agreement, issue a press release and/or file with the SEC a Current Report on Form 8-K, K (including all exhibits thereto (thereto, the “Transaction Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the other Transaction Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Transaction Disclosure Document; provided that, notwithstanding the foregoing, with respect to the Clinical Trial Update, the Company shall, by 9:00 a.m., New York City time, on November 12, 2024, file with the SEC a Current Report on Form 8-K disclosing all material non-public information concerning the Clinical Trial Update or otherwise disclosed to the Investors (the actual time of such Current Report on Form 8-K, the “Disclosure Time”). Following the Disclosure Time, no Investor shall be in possession of any material non-public information received from the Company, its subsidiaries or any of their respective officers, directors, employees or agents (including the Placement Agents). The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any press release, public announcement or filing with the SEC (other than any registration statement contemplated by the Registration Rights Agreement) or any regulatory agency, without the prior written consent of such the Investor, except (i) as required by the federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global MarketSelect Market in which case the Company shall allow the Investors, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release, announcement or filing in advance of such issuance. (b) No later than July 30, 2024, the Company shall issue a press release and/or a Current Report on Form 8-K or Quarterly Report on Form 10-Q (the actual date of such press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q, the “Disclosure Date”) disclosing all material non-public information concerning the Company disclosed to the Investors. Consequently, effective upon the issuance or filing of the press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q described above, no Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting securities transactions. Effective upon the issuance or filing of the press release and/or Current Report on Form 8-K or Quarterly Report on Form 10-Q described above, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement relating to the subject matter hereof, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any Investor or any of their respective affiliates, on the other hand, shall terminate and be of no further force or effect.