Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) None of the parties shall make, issue or release any oral or written public announcement or statement concerning, or acknowledge the existence of, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement, without the other parties’ prior written approval of, and concurrence in, the contents of such announcement, acknowledgment or statement, except as such announcement, statement or acknowledgement may be required by Law or the rules or regulations of any United States or foreign securities exchange, in which case the party required to make the announcement, statement or acknowledgement shall give the other party notice in advance of such issuance. (b) On and after the Closing, the Parent and the Seller will, and will cause each of their Affiliates (other than Q-Tech) to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received in connection with the transactions contemplated by, or otherwise pursuant to, this Agreement and the Ancillary Documents), Q-Tech, the U.S. Assets or the Business Unit (other than information related solely to the Retained Liabilities and the Excluded Assets), except to the extent that such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Seller or its Affiliates in breach hereof, or (ii) becomes available to the Seller or its Affiliates on a non-confidential basis from a source other than the Buyer that is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure of such information is required, to exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such of the disclosed information which the Buyer so designates, at the Buyer’s cost. The provisions of this Section 15.3(b) shall expire on the date that is four (4) years after the date hereof.

Public Announcements; Confidentiality. (a) None of the parties shall make, issue or release any oral or written No public announcement or statement concerningdisclosure may be made by Buyers with respect to the subject matter of this Agreement or the Transactions without the prior written consent of Parent, and no public announcement or disclosure may be made by Parent or any of the Group Companies with respect to the subject matter of this Agreement or the Transactions without the prior written consent of Buyers. Notwithstanding the foregoing, any such press release or public announcement may be made by any of the Parties if required by applicable Law or a securities exchange rule; however, such Party shall, to the extent reasonably practicable, confer with the other Party concerning the timing and content of such press release or public announcement before the same is made. For the avoidance of doubt, Buyers acknowledge and agree that Parent will be required to issue a press release with regard to this Agreement and the Transactions in accordance with applicable Law and the rules of the Nasdaq Stock Market, and the Parties shall agree on the form and content of such press release prior to issuance by Parent. Without limiting the foregoing, in no event shall any Party use the name of an individual affiliated with another Party in a press release, social media, or acknowledge the existence ofother public announcement without said individual’s written consent, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement, without the other parties’ prior written approval of, and concurrence in, the contents of such announcement, acknowledgment or statement, except as such announcement, statement or acknowledgement which may be required by Law or the rules or regulations of any United States or foreign securities exchange, withheld in which case the party required to make the announcement, statement or acknowledgement shall give the other party notice in advance of such issuancethat individual’s sole discretion. (b) On The Parties acknowledge and after agree that the Confidentiality Agreement remains in full force and effect and, in addition, covenants and agrees to keep confidential, in accordance with the provisions of the Confidentiality Agreement, information provided to Buyers pursuant to this Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Parent and the Seller will, and will cause each of their Affiliates (other than Q-Tech) to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received in connection with the transactions contemplated by, or otherwise pursuant to, this Confidentiality Agreement and the Ancillary Documents), Q-Tech, the U.S. Assets or the Business Unit (other than information related solely to the Retained Liabilities and the Excluded Assets), except to the extent that such information (i) is or becomes generally available to the public other than as a result of a disclosure by the Seller or its Affiliates in breach hereof, or (ii) becomes available to the Seller or its Affiliates on a non-confidential basis from a source other than the Buyer that is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure of such information is required, to exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such of the disclosed information which the Buyer so designates, at the Buyer’s cost. The provisions of this Section 15.3(b4.9(b) shall expire on the date that is four (4) years after the date hereofnonetheless continue in full force and effect.

Public Announcements; Confidentiality. (a) None of the parties Sellers or Buyer shall make, issue or release permit any oral agent or written Affiliate to make, any public announcement or statement concerningstatements, or acknowledge including any press releases, with respect to this Agreement and the existence of, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement, Transactions without the other parties’ prior written approval of, and concurrence in, consent of the contents of such announcement, acknowledgment other (which consent shall not be unreasonably withheld or statementdelayed), except as such announcement, statement or acknowledgement may be required by any applicable Law or the rules or regulations of any United States or foreign securities exchangeOrder, in which case the party Party required to make the announcement, statement release or acknowledgement announcement shall give allow the other party notice Party reasonable time to comment on such release or announcement in advance of such issuance. Buyer and the Sellers shall jointly agree on the content and substance of all public announcements concerning the Transactions. Notwithstanding the foregoing, the Parties agree that an announcement of the Transactions to the employees shall be made after trading has closed on the Nasdaq Capital Market on a Business Day to be mutually agreed upon by the Sellers and Buyer, and that the Form 8-K and press release associated with the Transactions shall be filed and released prior to the opening of trading on the Nasdaq Capital Market on the following Business Day. (b) On and after The Parties acknowledge that the Closing, the Parent and the Seller will, and will cause each of their Affiliates (other than Q-Tech) information being provided to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received one another in connection with the transactions contemplated by, or otherwise pursuant to, Transactions (including the terms and conditions of this Agreement and the Ancillary other Transaction Documents), Q-Tech) is subject to the terms of the Confidentiality Agreement, the U.S. Assets or terms of which are incorporated herein by reference. Buyer agrees that it will only use and disclose the Business Unit (other than information related solely Transferred Information disclosed to it by the Retained Liabilities Acquired Companies and the Excluded Assets), except to Sellers in connection with the extent Transactions or as otherwise permitted by applicable Privacy Laws. (c) If Buyer determines based on the advice of counsel that such information (i) it is or becomes generally available to the public other than as a result of a disclosure by the Seller or its Affiliates in breach hereof, or (ii) becomes available to the Seller or its Affiliates on a non-confidential basis from a source other than the Buyer that is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable LawLaw to file the Disclosure Schedules, in the event the Seller or its Affiliates receives Buyer shall submit a confidential treatment request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer Rule 406 of the existence, terms Securities Act and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver Rule 24b-2 of the Seller or its Affiliates’ compliance Exchange Act with respect to any information reasonably identified by Sellers as sensitive and confidential. To the provisions of this agreementextent such treatment is denied by the SEC, and (ii) if disclosure of such information is required, Buyer shall be permitted to exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such of file the disclosed information Disclosure Schedules without any redaction which the Buyer has been so designates, at the Buyer’s cost. The provisions of this Section 15.3(b) shall expire on the date that is four (4) years after the date hereofdenied.

Public Announcements; Confidentiality. (a) None of the parties No Seller shall make, issue or release permit any oral agent or Affiliate, to make, any public statements, including any press releases, with respect to this Agreement and the Transactions without the prior written public announcement consent of the Buyer. The Buyer shall not publicly disclose the Purchase Price without the prior written consent of the Sellers’ Representative (which consent shall not be unnecessarily withheld, conditioned or statement concerning, or acknowledge delayed). Notwithstanding the existence of, or reveal the terms, conditions and status offoregoing, the transactions contemplated by this Agreement, without the other parties’ prior written approval of, and concurrence in, the contents of such announcement, acknowledgment or statement, except as such announcement, statement or acknowledgement Parties may be make disclosures required by any applicable Law or the rules or regulations of any United States or foreign securities exchangeOrder, in which case the party Party required to make the announcement, statement release or acknowledgement announcement shall give allow the other party notice Party reasonable time to comment on such release or announcement in advance of such issuanceissuance to the extent permitted by applicable Law or Order. (b) On The Parties agree that the Confidentiality Agreement shall terminate on the Closing Date. (c) During the Restricted Period, the Sellers shall, and shall cause their agents and Affiliates to, keep all documents, materials, records and other information that they have or have received prior to or after the Closing, Closing regarding the Parent and Buyer or the Seller will, Company (“Confidential Information”) strictly confidential and will cause each of their Affiliates (other than Q-Tech) to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received in connection with the transactions contemplated by, or otherwise pursuant to, this Agreement and the Ancillary Documents), Q-Tech, the U.S. Assets or the Business Unit (other than information related solely to the Retained Liabilities and the Excluded Assets), except to the extent that disclose such information without the Buyer’s prior written consent unless such disclosure is permitted by the terms of this Agreement. Confidential Information shall not include information that (i) is or becomes generally publicly available to the public (other than as a result of a disclosure by the any Seller or its such Sellers’, agents or Affiliates in breach hereofviolation of this Section 5.1), or (ii) is or becomes available to the any Seller or its such Sellers’ agents or Affiliates on a non-confidential basis from a source other than the Buyer that that, to their knowledge, is not known prohibited from disclosing such information to them by the a legal, contractual or fiduciary obligation or (iii) has been independently developed by such Seller or its Affiliate such Sellers’ agents or Affiliates without reference to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure of such information is required, to exercise reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such of the disclosed information which the Buyer so designates, at the Buyer’s cost. The provisions of this Section 15.3(b) shall expire on the date that is four (4) years after the date hereofConfidential Information.

Public Announcements; Confidentiality. (a) None of Prior to the parties Closing, the Purchaser shall not make, issue or release permit any oral representative to make, any public statements, including any press releases, with respect to this Agreement or written public announcement or statement concerning, or acknowledge the existence of, or reveal the terms, conditions and status of, the transactions contemplated by this Agreement, hereby without the other parties’ prior written approval ofconsent of the Seller. The Seller shall have the right to make such disclosures as it may deem necessary or advisable to comply with applicable law, and concurrence in, the contents of such announcement, acknowledgment or statement, except as such announcement, statement or acknowledgement may be required by Law or including pursuant to the rules or and regulations of any United States or foreign securities exchange, in which case the party required to make the announcement, statement or acknowledgement shall give the other party notice in advance of such issuanceU.S. Securities and Exchange Commission. (b) On and after Following the Closing, the Parent Purchaser and the Seller will, shall jointly agree on the content and will cause each substance of their Affiliates all public announcements concerning this Agreement. (other than Q-Techc) The Parties acknowledge that the information being provided to hold in confidence (to the extent not prohibited by applicable Law) all confidential information concerning the Buyer and its Affiliates (regarding information received one another in connection with the transactions contemplated byby this Agreement is subject to the Confidentiality Agreement. Notwithstanding the foregoing or anything contained herein, or otherwise pursuant to, the Seller shall have the right to disclose this Agreement and any other Transaction Document to Immunic AG. (d) Following the Ancillary Documents), Q-Tech, Closing if the U.S. Assets or Purchaser discovers information in any of the Business Unit (other than information related solely to the Retained Liabilities files listed on Schedule 6 and the Excluded Assets), except to the extent that such information (i) is or becomes generally available to the public other than as a result of a disclosure transferred by the Seller which is not directly related to the ELAD System (“Non-ELAD Related Information”) the Purchaser shall not disclose or its Affiliates in breach hereof, use any such Non-ELAD Related Information and upon discovery shall notify the Seller and immediately destroy the information. The Purchaser shall take commercially reasonable precautions to prevent the disclosure or (ii) becomes available use of the Non-ELAD Related Information and shall give prompt notice to the Seller of any use or its Affiliates on a non-confidential basis from a source other than the Buyer that is not known by the Seller or its Affiliate to be bound by a confidentiality agreement or other obligation of secrecy to the Buyer. Notwithstanding the foregoing, unless otherwise required by applicable Law, in the event the Seller or its Affiliates receives a request to disclose all or any part of such information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction or by a governmental body, the Seller agrees to (i) promptly notify the Buyer of the existence, terms and circumstances surrounding such a request, so that the Buyer may seek an appropriate protective order (at the Buyer’s cost) and/or consent to a waiver of the Seller or its Affiliates’ compliance with the provisions of this agreement, and (ii) if disclosure of such information is required, to exercise reasonable efforts to obtain an order and assist the Seller in remedying any such unauthorized use or other reliable assurance that confidential treatment will be accorded to such of the disclosed information which the Buyer so designates, at the Buyer’s cost. The provisions of this Section 15.3(b) shall expire on the date that is four (4) years after the date hereofdisclosure.