Common use of Nondisclosure of Terms Clause in Contracts

Nondisclosure of Terms. Each of the Parties hereto acknowledges that the terms of this Agreement constitute the Confidential Information of each Party and agrees not to disclose the terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided that a Party may disclose the terms of this Agreement without such consent to such Party’s Representatives on a need-to-know basis, and also as follows: (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary in connection with such (sub)licensee’s or collaborator’s reasonable and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreement. Notwithstanding the foregoing, to the extent a Party determines in good faith that it is required by applicable Law to publicly file or otherwise disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form of this Agreement to the other Party with a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and shall use commercially reasonable efforts to seek confidential treatment for the redacted terms, to the extent such confidential treatment is applicable and reasonably available consistent with applicable Law. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notification.

Nondisclosure of Terms. Each of the Parties hereto acknowledges that the terms of this Agreement constitute the Confidential Information of each Party and agrees not to disclose the financial terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided that a Party may disclose the terms of this Agreement without such , which consent shall not be unreasonably withheld, except (a) to such Party’s Representatives attorneys, advisors, investors, potential bona fide collaborators and Sublicensees, and others on a need-to-know basis, and also as follows: (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, basis under circumstances that reasonably protect the confidentiality thereof; (b) or to the Company may disclose such terms extent required by law (and with appropriate requests made for confidential treatment), [ * ] = 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. including filings required to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection made by law with the Exploitation Securities and Exchange Commission or any national securities exchange; provided, however, that, with respect to any filing required to made by law with the Securities and Exchange Commission or any national securities exchange, the Party subject to such filing requirement shall, at least ten (10) business days in advance of any Acquired Compound or Acquired Productsuch filing, provide the other Party with a draft set of redactions to this Agreement for which confidential treatment will be sought, reasonably incorporate the other Party’s comments as to additional terms it would like to see redacted, and seek confidential treatment for such additional terms (except only in the limited circumstances where confidential treatment is in the opinion of outside counsel unavailable); or (c) SpinCo may disclose such terms to existing and potential licensees and sublicenseesBiogen Idec, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary in connection with such (sub)licensee’s or collaborator’s reasonable and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) extent required under the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Three Party Agreement or Millennium-Biogen Agreement. Notwithstanding the foregoing, (i) Sunesis may issue the press release to be mutually agreed by the extent a Parties, and (ii) each Party determines in good faith that it is required by applicable Law to publicly file or otherwise may disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws or information contained in such press release (and related Securities and Exchange Commission filing) without the rules of a stock exchange on which the securities consent of the disclosing Party are listed (or to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form of this Agreement to the other Party with a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and shall use commercially reasonable efforts to seek confidential treatment for the redacted terms, to the extent such confidential treatment is applicable and reasonably available consistent with applicable Law. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notificationParty.

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto acknowledges that the terms of this Agreement constitute the Confidential Information of each Party and agrees not to disclose the terms [***] of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided , which consent shall not be unreasonably withheld or delayed, except as permitted pursuant to Section 10.2, and [***] that a Party may disclose the terms such [***] of this Agreement without such may be disclosed to [***], and (with the consent of Merck not to such Party’s Representatives be unreasonably withheld) others on a need-to-need to know basis, and also as follows: (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary in connection with such (sub)licensee’s or collaborator’s reasonable and customary diligence activitieslike, provided that any disclosure pursuant such entities to clause (ii) shall be limited whom confidential information is disclosed agree in writing to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope of this Agreement, abide by confidentiality and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement. Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the press release attached hereto as Exhibit 10.3; thereafter, Acumen and Merck may each disclose to Third Parties the extent a Party determines information contained in such press release without the need for further approval by the other. The Parties will consider in good faith that it is required any request by applicable Law the other Party for a public disclosure not otherwise permitted pursuant to publicly file or otherwise disclose this Section 10.3, but shall not be obligated to consent to such public disclosure. In the terms event of any termination of this Agreement with a Governmental Entityunder Article 13, including public filings pursuant to securities laws or the rules Parties shall agree on an announcement of a stock exchange on which such termination provided that the securities of the disclosing Party are listed (or to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form of this Agreement to the other Party with a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and Parties shall use commercially reasonable efforts to seek confidential treatment for the redacted terms, fashion such announcement so as to the extent minimize any negative impact on either Party as a result of such confidential treatment is applicable and reasonably available consistent with applicable Law. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notificationannouncement.

Nondisclosure of Terms. Each of the Parties hereto acknowledges agrees that the terms of this Agreement constitute the Confidential Information of each Party it and agrees its Affiliates shall not to disclose the material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided , which consent shall not be unreasonably withheld, except to such Party’s attorneys, advisors, investors and others on a need to know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. Notwithstanding the foregoing, the Parties shall agree upon a press release and timing to announce the execution of this Agreement, together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, AAAA and IIII may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. In addition, IIII and AAAA may make public statements regarding the progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party to be unreasonably withheld, subject to Section 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement without such consent to such Party’s Representatives on a need-to-know basis, and also as follows: potential investors (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary investors through the public markets) who are bound in connection with such (sub)licensee’s or collaborator’s reasonable writing by obligations of non-disclosure and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope non-use of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreement. Notwithstanding the foregoing, to the extent a Party determines in good faith that it is required by applicable Law to publicly file or otherwise disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws at least as stringent as those contained in this Article 9. The Parties acknowledge that either or the rules of a stock exchange on which the securities both of the disclosing Party are listed (or Parties may be obligated to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to the other Party with make such a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such required filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and shall use commercially reasonable efforts to seek provided that it requests confidential treatment for of the redacted terms, more sensitive terms hereof to the extent such confidential treatment is applicable and reasonably available consistent with applicable Lawto the filing Party under the circumstances then prevailing. Each Party shall be responsible for its own legal and other external costs in connection with In the event of any such filing, registration or notificationthe filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such consent not to be unreasonably withheld.

Nondisclosure of Terms. Each of the Parties parties hereto acknowledges that the terms of this Agreement constitute the Confidential Information of each Party and agrees not to disclose the terms of this Agreement to any Third Party without the prior written consent of the other Party party hereto; provided that a Party may disclose the terms of this Agreement without such , which consent shall not be unreasonably withheld, except to such Partyparty’s Representatives attorneys, advisors, investors and others on a need-to-need to know basisbasis under circumstances that reasonably ensure the confidentiality thereof, and also as follows: (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary in connection with such (sub)licensee’s or collaborator’s reasonable and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreementextent required by law. Notwithstanding the foregoing, to the extent parties have agreed upon a Party determines in good faith that it press release announcing the execution of this Agreement, a copy of which is required by applicable Law to publicly file or otherwise disclose the terms attached hereto as Exhibit 9.3. After signing of this Agreement with by the parties, Sunesis may issue for public disclosure the press release attached hereto as Exhibit 9.3; thereafter, Sunesis and JJPRD may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. Without limiting the foregoing, both parties shall have the right to make public disclosures (including a Governmental Entity, including public filings pursuant Q&A outline for use in responding to securities laws or the rules of a stock exchange on which the securities inquiries about this Agreement) of the progress of the Research Program and the achievement of milestones and the payment of fees (but not the amounts) with respect to Products, provided that: (i) the non-disclosing Party are listed (or to which an application for listing has been submitted)party approves of the language of such disclosure, such disclosing Party shall provide the proposed redacted form of this Agreement to the other Party with a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditionedwithheld, withheld or delayed). The Party making and (ii) the non-disclosing party is not required to participate in such filing, registration, notification or disclosure shall submit .. In the event of any termination of this Agreement in a manner consistent with under Article 12, the agreed redaction and parties shall agree on an announcement of such termination provided that the parties shall use commercially reasonable efforts to seek confidential treatment for the redacted terms, to the extent such confidential treatment is applicable and reasonably available consistent with applicable Law. Each Party shall be responsible for its own legal and other external costs in connection with any such filing, registration or notificationfashion a mutually acceptable announcement.

Nondisclosure of Terms. Each of the Parties hereto acknowledges agrees that the terms of this Agreement constitute the Confidential Information of each Party it and agrees its Affiliates shall not to disclose the material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided , which consent shall not be unreasonably withheld, except to such Party’s attorneys, advisors, investors and others on a need to know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. Notwithstanding the foregoing, the Parties shall agree upon a press release and timing to announce the execution of this Agreement, together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, Array and InterMune may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. In addition, InterMune and Array may make public statements regarding the progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party to be unreasonably withheld, subject to Section 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement without such consent to such Party’s Representatives on a need-to-know basis, and also as follows: potential investors (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary investors through the public markets) who are bound in connection with such (sub)licensee’s or collaborator’s reasonable writing by obligations of non-disclosure and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope non-use of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreement. Notwithstanding the foregoing, to the extent a Party determines in good faith that it is required by applicable Law to publicly file or otherwise disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws at least as stringent as those contained in this Article 9. The Parties acknowledge that either or the rules of a stock exchange on which the securities both of the disclosing Party are listed (or Parties may be obligated to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to the other Party with make such a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such required filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and shall use commercially reasonable efforts to seek provided that it requests confidential treatment for of the redacted terms, more sensitive terms hereof to the extent such confidential treatment is applicable and reasonably available consistent with applicable Lawto the filing Party under the circumstances then prevailing. Each Party shall be responsible for its own legal and other external costs in connection with In the event of any such filing, registration or notificationthe filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such consent not to be unreasonably withheld.

Nondisclosure of Terms. Each of the Parties hereto acknowledges agrees that the terms of this Agreement constitute the Confidential Information of each Party it and agrees its Affiliates shall not to disclose the material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided , which consent shall not be unreasonably withheld, except to such Party’s attorneys, advisors, investors and others on a need to know basis under circumstances that reasonably ensure the confidentiality thereof, or to the extent required by law. Notwithstanding the foregoing, the Parties shall agree upon a press release and timing to announce the execution of this Agreement, together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, Array and InterMune may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. In addition, InterMune and Array may make public statements regarding the progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party to be unreasonably withheld, subject to Section 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement without such consent to such Party’s Representatives on a need-to-know basis, and also as follows: potential investors (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary investors through the public markets) who are bound in connection with such (sub)licensee’s or collaborator’s reasonable writing by obligations of non-disclosure and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope non-use of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreement. Notwithstanding the foregoing, to the extent a Party determines in good faith that it is required by applicable Law to publicly file or otherwise disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws at least as stringent as those contained in this Article 9. The Parties acknowledge that either or the rules of a stock exchange on which the securities both of the disclosing Party are listed (or Parties may be obligated to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to the other Party with make such a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such required filing, registration, notification or disclosure shall submit this Agreement in a manner consistent with the agreed redaction and shall use commercially reasonable efforts to seek provided that it requests confidential treatment for of the redacted terms, more sensitive terms hereof to the extent such confidential treatment is applicable and reasonably available consistent with applicable Lawto the filing Party under the circumstances then prevailing. Each Party shall be responsible for its own legal and other external costs in connection with In the event of any such filing, registration or notificationthe filing Party will provide the non-filing Party with an advance copy of the Agreement marked to [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. show provisions for which the filing Party intends to seek confidential treatment and shall obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such consent not to be unreasonably withheld.