Common use of Press Releases and Disclosure Clause in Contracts

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so requiredrequired and to the extent reasonably practicable in the circumstances, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, in no event shall the Company be required to consult with or seek prior consent of the Agent to make (i) any public statements made by the Company (including, without limitation, any statement included in reports filed with the Commission) that are consistent with the statements set forth in the press release and Current Report on Form 8-K described above, (ii) make any public statements that are consistent with statements previously discussed with or consented to by the Agent or (iii) the public disclosure by the Company of the number of Shares sold pursuant to this Agreement.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 88‑K or an Annual Report on Form 10-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party heretohereto (such approval not to be unreasonably withheld or delayed), except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto; provided, however, that nothing contained herein shall be construed to restrict the Company from making disclosures that, in the opinion of the Company’s legal counsel, are required pursuant to applicable law or stock exchange rules.

Press Releases and Disclosure. The Company Parties hereby acknowledge and agree that either Party may issue a the press release describing attached as Schedule 10.4. Neither Party shall make any other press release or public announcement regarding the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this the Supply Agreement with or relating to the Canadian Authorities, and may file with Licensed Product in the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing Field in the material terms Territory (including the Commercialization thereof) without the prior written consent of the transactions contemplated herebyother Party; provided that (a) Somaxon shall be permitted to make press releases and public announcements about the development, and manufacture or commercialization of a Licensed Product outside the Company Territory or outside the Field in the Territory (provided that Somaxon shall consult provide Licensee with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter advance notice of any press release or like public statement announcement concerning any adverse publicity or other negative news concerning any Licensed Product outside the Territory), (includingb) each Party shall be permitted to disclose the execution, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to terms and conditions of this Agreement or the Supply Agreement if and to the extent required by (i) judicial order, or (ii) applicable Laws, including securities Laws and the rules or requirements of any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary securities exchange or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with market on which such Party’s securities are listed or traded and the requirements of applicable law or stock exchange rules any regulatory authority, provided that, with respect to subsections (i) and except for (ii), the Party seeking disclosure required pursuant shall provide each other Party with reasonable advance notice of such disclosure (including the text thereof), disclose no more information relating to Section 4(a) the terms of this Agreement or the Supply Agreement or any Licensed Product than reasonably necessary and shall, to the extent practical, use its reasonable efforts to cooperate with such other Party in seeking confidential treatment of such information, (c) each Party shall have the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement is so requiredright to disclose the execution, terms and conditions of this Agreement, the party making Supply Agreement and information relating to any Licensed Product to the extent already disclosed by either Party pursuant to and in accordance with this ARTICLE 10 in connection with any investor calls or presentations (or other similar types of disclosures) in connection with disclosures about such disclosure Party’s business and (d) each Party shall consult with have the right to disclose information to its attorneys, accountants and other party prior professional advisors who are under an obligation to making keep such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoinformation confidential.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Agent, the Forward Seller and the Forward Purchaser prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretoparties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that includes information related to this Agreement or transactions contemplated hereby that has not previously been disclosed without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties. Notwithstanding the foregoing, the Company may disclose any of the following: the results of any sale of Shares, including the Sales Price, the Issuance Price, the use or anticipated use of proceeds, the number of Shares issued pursuant to an Issuance, the number of Shares sold or issued pursuant to a Forward, and the portion of the Maximum Program Amount that has not yet been issued without the prior review or approval of the Agent, the Forward Seller and the Forward Purchaser.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Covered Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of the Covered Agent.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report current report on Form 88‑K or annual report on Form 10-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the rules, including any disclosure required regarding sales of Common Shares pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports hereto on current reports on Form 8-K, quarterly reports on Form 10-Q or Annual Reports annual reports on Form 10-K. If any such press release or like public statement is so requiredrequired (other than disclosure regarding sales of Common Shares pursuant hereto on current reports on Form 8-K, quarterly reports on Form 10-Q or annual reports on Form 10-K), the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date Closing Date or the execution and delivery of this any Terms Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Sales Agents, the Forward Sellers and the Forward Purchasers prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement, any Terms Agreement or any Master Forward Confirmation or any of the transactions contemplated hereby or thereby that includes information related to this Agreement, any Terms Agreement or any Master Forward Confirmation or transactions contemplated hereby and thereby that have been previously disclosed without the prior written approval of the other party parties hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose (i) the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance, (ii) the entry into or issuance of Issuance Shares pursuant to, a Terms Agreement and (iii) the entry into any Forward Confirmation in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of the Sales Agents, the Forward Sellers or the Forward Purchasers.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent BNYMCM prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretoparties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that includes information related to this Agreement or transactions contemplated hereby that has not previously been disclosed without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties. Notwithstanding the foregoing, the Company may disclose the results of any issuance of Common Shares, including the Issuance Price and the number of Common Shares issued pursuant to an Issuance to investors and/or stockholders without the prior review or approval of BNYMCM.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-KK or other report the Company is obligated to file under the Exchange Act, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for rules. In the disclosure required pursuant to Section 4(a) case of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement, other than a press release or like public statement issued by the Company that includes disclosure related to this Agreement, sales made pursuant to this Agreement and the proceeds thereof for which no notice or consultation with the Agent shall be required (provided that such disclosure in such press release related to such sales made pursuant to this Agreement and the proceeds thereof is so requirednot inconsistent with the disclosure for such sales), the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Baird prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of Baird.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent WFS prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of WFS.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K8‑K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party heretohereto (such approval not to be unreasonably withheld or delayed), except to the extent such information was previously released publicly or as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto; provided, however, that nothing contained herein shall be construed to restrict the Company from making disclosures that, in the opinion of the Company’s legal counsel, are required pursuant to applicable law or stock exchange rules.

Press Releases and Disclosure. The Company Parties hereby acknowledge and agree that either Party may issue a the press release describing attached as Schedule 10.4. Neither Party shall make any other press release or public announcement regarding the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this the Supply Agreement with or relating to the Canadian Authorities, and may file with Licensed Product in the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing Field in the material terms Territory (including the Commercialization thereof) without the prior written consent of the transactions contemplated herebyother Party; provided that (a) Somaxon shall be permitted to make press releases and public announcements about the development, and manufacture or commercialization of a Licensed Product outside the Company Territory or outside the Field in the Territory (provided that Somaxon shall consult provide Paladin with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter advance notice of any press release or like public statement announcement concerning any adverse publicity or other negative news concerning any Licensed Product outside the Territory), (includingb) each Party shall be permitted to disclose the execution, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to terms and conditions of this Agreement or the Supply Agreement if and to the extent required by (i) judicial order, or (ii) applicable Laws, including securities Laws and the rules or requirements of any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary securities exchange or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with market on which such Party’s securities are listed or traded and the requirements of applicable law or stock exchange rules any regulatory authority, provided that, with respect to subsections (i) and except for (ii), the Party seeking disclosure required pursuant shall provide each other Party with reasonable advance notice of such disclosure (including the text thereof), disclose no more information relating to Section 4(a) the terms of this Agreement or the Supply Agreement or any Licensed Product than reasonably necessary and shall, to the extent practical, use its reasonable efforts to cooperate with such other Party in seeking confidential treatment of such information, (c) each Party shall have the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement is so requiredright to disclose the execution, terms and conditions of this Agreement, the party making Supply Agreement and information relating to any Licensed Product to the extent already disclosed by either Party pursuant to and in accordance with this ARTICLE 10 in connection with any investor calls or presentations (or other similar types of disclosures) in connection with disclosures about such disclosure Party’s business and (d) each Party shall consult with have the right to disclose information to its attorneys, accountants and other party prior professional advisors who are under an obligation to making keep such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoinformation confidential.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Xxxxxxx Xxxxx prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of Xxxxxxx Xxxxx.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date Closing Date or the execution and delivery of this any Terms Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, 8‑K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Sales Agents, the Forward Sellers and the Forward Purchasers prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement, any Terms Agreement or any Master Forward Confirmation or any of the transactions contemplated hereby or thereby that includes information related to this Agreement, any Terms Agreement or any Master Forward Confirmation or transactions contemplated hereby and thereby that have been previously disclosed without the prior written approval of the other party parties hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose (i) the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance, (ii) the entry into or issuance of Issuance Shares pursuant to, a Terms Agreement and (iii) the entry into any Forward Confirmation in a press release, quarterly report on Form 10‑Q or annual report on Form 10‑K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of the Sales Agents, the Forward Sellers or the Forward Purchasers.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent BNYMCM prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in an earnings release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of BNYMCM.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Manager prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretoparties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties; provided, however, the Company shall not be required pursuant to this Section 9.01 to consult with the Manager with respect to disclosure contained in the Company’s Form 10-K, annual proxy statement or Form 10-Q so long as such disclosure is limited to the number of shares, selling price and proceeds of the Common Shares sold pursuant to this Agreement and related disclosures in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of such filings regarding the Company’s liquidity and capital resources.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent BTIG prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of BTIG.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No Each party hereto agrees that neither it nor its Affiliates shall, without the prior written consent of Marga or JDHI, as applicable (which consent shall not be unreasonably withheld or delayed), issue thereafter or cause publication of any press release or like other announcement or public statement communication with respect to this Agreement, the Investment Agreement, the Restructuring Transactions or the other transactions contemplated hereby or thereby or otherwise disclose this Agreement, the Investment Agreement, the Restructuring Transactions or the other transactions contemplated hereby or thereby to any third party (includingother than (i) its attorneys, without limitationadvisors and accountants and (ii) CD&R, CD&R Investor, their Affiliates, any disclosure required prospective or actual financing sources of JDHI, JDI or CD&R Investor in reports filed connection with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to this Agreement or any of the transactions contemplated hereby without by this Agreement and the prior written approval Investment Agreement, and each of the other party heretoforegoing Persons’ officers, directors, employees, attorneys, advisors and accountants), except as may be necessary or appropriate required by applicable Law, in the reasonable opinion of which case the party seeking proposing to issue such press release or make disclosure such public announcement shall use its reasonable best efforts to comply consult in good faith with the requirements of applicable law Marga or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If JDHI, as applicable, before issuing any such press release or like making any such public statement is so requiredannouncement and shall allow Marga or JDHI, as applicable, reasonable time to comment on such release or announcement in advance of such issuance. JDHI agrees that (i) it and its Affiliates shall allow Marga reasonable opportunity to comment on any description of the Unilever Entities and this Agreement, the party making such Ancillary Agreements, the Note, the Indenture, the Unilever Commercial Agreements, the Guaranty Agreement and the transactions contemplated hereby and thereby (the “Applicable Matters”) in any offering memorandum, placement memorandum, prospectus, or other offering or disclosure shall consult document prepared in connection with the Debt Financing (as defined in the Investment Agreement) or any of the other party prior Restructuring Transactions and (ii) neither it nor its Affiliates shall distribute, file with any Governmental Authority, or otherwise make available or use any such offering memorandum, placement memorandum, prospectus, or other offering or disclosure document containing a description of the Applicable Matters if Marga reasonably objects to making the such disclosuredescription. Marga shall not unreasonably withhold or delay its comments on such description, and taking into account the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text parties’ timetable for such disclosure that is reasonably satisfactory to all parties heretomarketing the Debt Financing.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K8‑K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act, other than disclosure related to periodic sales pursuant to this Agreement as required to be included in any reports filed with the Commission pursuant to the Securities Act or the Canadian Authorities pursuant to Canadian Securities LawsExchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports quarterly reports on Form 10-Q or Annual Reports annual reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act, other than disclosure related to periodic sales pursuant to this Agreement as required to be included in any reports filed with the Commission pursuant to the Securities Act or the Canadian Authorities pursuant to Canadian Securities LawsExchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except (i) as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except (ii) for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports quarterly reports on Form 10-Q or Annual Reports annual reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. (a) The Company may issue a press release describing proposed public announcement by the material terms Parties of the transactions contemplated hereby execution of this Agreement is set forth on Schedule 7.3 hereto. (b) Each Party may make such public announcements or disclosures as are reasonably required to comply with applicable Law, including filings required to be made under applicable rule of a public securities exchange, or as required by court order. In the event that either Party is reasonably required to make a public announcement or disclosure to comply with applicable Law, including filings required to be made under applicable rule of a public securities exchange, or as required by court order, the Party required to make such announcement or disclosure, if it legally may, shall give the other Party at least two days to review and comment on such disclosure. If a Party is not legally able, or if it is not reasonably practicable, to give notice under the previous sentence, the disclosing Party shall disclose only that information reasonably required to be disclosed under Law and shall furnish the other Party with a copy of its disclosure as soon as practicable following after the date making thereof. The Parties acknowledge that achievement of this Agreementmilestones for which Merck makes payments to Lpath hereunder is material to Lpath. (c) After the Development Transfer Date, mayMerck shall have the right to make any press releases with respect to Licensed Products in the Field as it chooses, if requiredin its sole discretion, file this Agreement with provided that Lpath shall have the Canadian Authoritiesopportunity to review and comment upon any such press releases at least *** in advance of its release. Except to the extent otherwise provided in Section 7.3(b), and may file with Merck shall not disclose information or data (or activities of Lpath, its Affiliates or licensees) concerning Ocular Products or other products containing Compounds outside the Commission Field, or concerning Licensed Products that have reverted to Lpath without the prior written consent of Lpath. (d) After the Development Transfer Date, except to the extent otherwise provided in Section 7.3(b), Lpath shall not disclose information or data concerning ***CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. Licensed Products in the Field (other than Licensed Products that have reverted to Lpath), or confidential information of Merck regarding Merck’s (or its Affiliates’ ***) activities regarding the foregoing without the prior written consent of Merck. (e) Each Party shall be entitled to include in a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing press release or public announcement the material terms contents of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement announcement has previously been made in accordance with this Section 7.3 (including, without limitation, any disclosure required in reports filed with including the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such initial press release described in Section 7.3(a)), or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure information that is reasonably satisfactory to all parties heretohas previously been publicly disclosed.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K8‑K or other report obligated to be filed under the Exchange Act, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so requiredrequired (other than ordinary course disclosure regarding sales of Common Shares pursuant to this Agreement on current reports on Form 8-K, quarterly reports on Form 10-Q or annual reports on Form 10-K), the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report current report on Form 86-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, in no event shall the Company be required to seek the Agent’s prior consent to (i) any public statements made by the Company (including, without limitation, any statement included in reports filed with or furnished to the Commission) that are consistent in all material respects with the statements set forth in the press release and reports on Form 6-K described above or (ii) the public disclosure by the Company of the number of Shares sold pursuant to this Agreement.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby by the Sales Agency Agreements as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated herebyby the Sales Agency Agreements, and the Company shall consult with the Agent provide such documents to SCUSA for review prior to making such disclosures, issuance and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretofiling. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement the Sales Agency Agreements or any of the transactions contemplated hereby by the Sales Agency Agreements that has not been previously disclosed without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and the number of Common Shares issued pursuant to an Issuance in an earnings release, a Quarterly Report on Form 10-Q or in an Annual Report on Form 10-K and the Company may also provide oral updates of such previously publicly disclosed information to investors and/or stockholders without the prior review or approval of SCUSA.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Jefferies prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of Jefferies.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby by the Sales Agency Agreements as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated herebyby the Sales Agency Agreements, and the Company shall consult with the Agent provide such documents to BNYMCM for review prior to making such disclosures, issuance and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretofiling. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement the Sales Agency Agreements or any of the transactions contemplated hereby by the Sales Agency Agreements that has not been previously disclosed without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and the number of Common Shares issued pursuant to an Issuance in an earnings release, a Quarterly Report on Form 10-Q or in an Annual Report on Form 10-K and the Company may also provide oral updates of such previously publicly disclosed information to investors and/or stockholders without the prior review or approval of BNYMCM.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act (other than disclosure related to periodic sales pursuant to this Agreement as required to be included in any reports filed with the Commission pursuant to the Securities Act or the Canadian Authorities pursuant to Canadian Securities LawsExchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for rules. In the disclosure required pursuant to Section 4(a) case of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement is so other than a press release or like public statement by the Company that includes disclosure related to sales made pursuant to this Agreement and the proceeds thereof for which notice or consultation with the Agent shall not be required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent BNYMCM prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonabley withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of BNYMCM.

Press Releases and Disclosure. The (a) Except as otherwise required by Law, none of the Selling Shareholders or the Company may (nor any of their respective Affiliates) shall, until the expiry of a period of eight (8) weeks after the Closing Date, issue a or cause publication of any press release describing the material terms of or other announcement or public communication with respect to this Agreement or other Transaction Documents or the transactions contemplated hereby as soon as practicable following the date of this Agreementor thereby, may, if required, file or otherwise disclose this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of or other Transaction Documents or the transactions contemplated herebyhereby or thereby to any third party (other than the attorneys, advisers and accountants to the Parties to this Agreement) without the written consent of the Purchaser. If any of the Selling Shareholders or the Company shall consult is required by Law to issue or cause the issuance of any public announcement or other communication with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities Laws) related respect to this Agreement or any of other Transaction Documents or the transactions contemplated hereby without or thereby, such Party shall to the fullest extent possible notify the Purchaser in writing at least five (5) business days prior written approval to such announcement or communication and such Parties shall be given the opportunity to comment on such announcement or communication prior to its release. (b) The Selling Shareholders agree that, in respect of publications of any press releases or other announcements or public communications for a period of eight (8) weeks after the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking Closing Date with respect to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement or other Transaction Documents or the transactions contemplated hereby or thereby, they shall notify the Purchaser in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party writing at lease two (2) business days prior to making such disclosure, announcement or communication and the parties Purchaser shall use all commercially reasonable effortsbe given the opportunity to comment on such announcement or communication prior to its release. (c) The Purchaser agrees that, acting in good faithrespect of publications of any press releases or other announcements or public communications with respect to this Agreement or other Transaction Documents or the transactions contemplated hereby or thereby, it shall notify the Selling Shareholders in writing at lease one (1) business day prior to agree upon a text for such disclosure that is reasonably satisfactory announcement or communication and the Selling Shareholders shall be given the opportunity to all parties heretocomment on such announcement or communication prior to its release.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act, other than disclosure related to periodic sales pursuant to this Agreement as required to be included in any reports filed with the Commission pursuant to the Securities Act or the Canadian Authorities pursuant to Canadian Securities LawsExchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports quarterly reports on Form 10-Q or Annual Reports annual reports on Form 10-K. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may Parties hereby acknowledge and agree that they will issue a the press release describing attached at Schedule 10.5 without the material consent of the other Party at a date and time to be agreed upon between the Parties; provided that such date and time shall be no later that 9:00 AM (Montreal Time) on the [REDACTED: Term] following the Effective Date. Xxxxxx shall not make any other press release or public announcements regarding the terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement or relating to any Product or any New Presentation (including the Development or Commercialization thereof) without the prior written consent of Thera Europe; provided that (a) Thera Europe shall be permitted to make press releases and public announcements about Products that are being developed for commercialization, or commercialized within or outside the Territory (provided that Thera Europe shall provide Xxxxxx with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, describing the material terms at least [REDACTED: Term] notice of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement announcement concerning any adverse publicity or other negative news concerning any Product outside the Territory), (includingb) each Party shall be permitted to disclose the execution, without limitation, any disclosure required in reports filed with the Commission pursuant terms and conditions of this Agreement if and to the Exchange Act extent required by (i) judicial order, or (ii) applicable Laws, including securities Laws and the Canadian Authorities pursuant rules or requirements of any securities exchange or market on which such Party’s securities are listed or traded and the requirements of any regulatory authority, provided that, with respect to Canadian Securities Lawssubsections (i) related and (ii), the Party seeking disclosure shall provide each other Party with reasonable advance notice of such disclosure (including the text thereof), disclose no more information relating to the terms of this Agreement or any Product than reasonably necessary and shall, to the extent practical, use its reasonable efforts to cooperate with such other Party in seeking confidential treatment of such information, (c) each Party shall have the transactions contemplated hereby without right to disclose the prior written approval of the other party heretoexecution, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules terms and except for the disclosure required pursuant to Section 4(a) conditions of this Agreement and information relating to any Product to the extent already disclosed by either Party pursuant to and in accordance with this ARTICLE 10 in connection with any investor calls or presentations (or other similar types of disclosures) in connection with disclosures about such Party’s business and (d) each Party shall have the Company’s Quarterly Reports on Form 10-Q right to disclose information to its attorneys, accountants and other professional advisors who are under an obligation to keep such information confidential. If a Party is aware or Annual Reports on Form 10-K. If has knowledge of any negative news or adverse publicity made or to be made about a Product or any New Presentation, such press release negative news or like public statement is so required, the party making such disclosure adverse publicity shall consult with be disclosed to the other Parties for review immediately of a party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretobecoming aware or acquiring knowledge of same.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-K8‑K, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party heretohereto (not to be unreasonably withheld or delayed), except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, in no event shall the Company be required to seek the Agent’s prior consent to (i) any public statements made by the Company (including, without limitation, any statement included in reports filed with the Commission) that are consistent with the statements set forth in the press release and Current Report on Form 8‑K described above or (ii) the public disclosure by the Company of the number of Shares sold pursuant to this Agreement.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent BofAML prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that has not been previously disclosed without the prior written approval of the other party hereto, which such approval will not unreasonably withheld, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto. Notwithstanding the foregoing, the Company may disclose the results of any Issuance, including the Issuance Price and number of shares of Common Stock issued pursuant to an Issuance in a press release, quarterly report on Form 10-Q or annual report on Form 10-K and the Company may provide oral updates of such previously publicly disclosed information to investors and/or shareholders without the prior written approval of BofAML.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian AuthoritiesClosing Date, and may file with the Commission a Current Report on Form 8-K, with this Agreement attached as an exhibit thereto, K describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent Xxxxxxx Xxxxx prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties heretoparties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby that includes information related to this Agreement or transactions contemplated hereby that has not previously been disclosed without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties heretoparties. Notwithstanding the foregoing, the Company may disclose the results of any issuance of Common Shares, including the Issuance Price and the number of Common Shares issued pursuant to an Issuance to investors and/or stockholders without the prior review or approval of Xxxxxxx Xxxxx.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 8-KK or other report obligated to be filed under the Exchange Act, with this Agreement attached as an exhibit thereto, describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party hereto, except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules and except for rules. In the disclosure required pursuant to Section 4(a) case of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. If any such press release or like public statement, other than a press release or like public statement issued by the Company that includes disclosure related to sales made pursuant to this Agreement and the proceeds thereof for which no notice or consultation with the Agent shall be required (provided that such disclosure in such press release related to such sales made pursuant to this Agreement and the proceeds thereof is so requirednot inconsistent with the disclosure for such sales), the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto.

Press Releases and Disclosure. The Company may issue a press release describing the material terms of the transactions contemplated hereby as soon as practicable following the date of this Agreement, may, if required, file this Agreement with the Canadian Authorities, and may file with the Commission a Current Report on Form 88‑K or a Quarterly Report on Form 10-KQ , with this Agreement attached as an exhibit thereto, with disclosure describing the material terms of the transactions contemplated hereby, and the Company shall consult with the Agent prior to making such disclosures, and the parties hereto shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties hereto. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to the Exchange Act or the Canadian Authorities pursuant to Canadian Securities LawsAct) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other party heretohereto (such consent not to be unreasonably withheld or delayed), except as may be necessary or appropriate in the reasonable opinion of the party seeking to make disclosure to comply with the requirements of applicable law (including the Exchange Act) or stock exchange rules and except for the disclosure required pursuant to Section 4(a) of this Agreement in the Company’s Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K. rules. If any such press release or like public statement is so requirednecessary or appropriate, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all commercially reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties hereto; provided, however, that nothing contained herein shall be construed to restrict the Company from making disclosures that, in the opinion of Company's legal counsel, are required pursuant applicable law or stock exchange rules.