Common use of Public Announcements; Confidentiality Clause in Contracts

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), the Company and Buyer will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process.

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), Neither the Company and Buyer will cooperate with each other in nor the development and distribution Investor shall issue or cause the publication of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news press release or other public announcement, it shall advise announcement with respect to the Transactions without the prior consent of the other party Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules and regulations of any applicable stock exchange, in each case, as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Party reasonably in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedof such public announcement). (b) Buyer agrees For a period of eighteen (18) months following the date of this Agreement, the Investor shall, and shall cause its Affiliates and their respective Representatives to, hold in strict confidence any and all information, whether written or oral, concerning the Group Companies, except to the extent that all the Investor can show that such information provided (a) is generally available to Buyer and known by the public through no fault of the Investor, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Investor, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Investor or any of its representatives pursuant Affiliates or their respective Representatives are compelled to this Agreement disclose any information by judicial or administrative process or by other requirements of Law or applicable national securities exchange, the Investor shall be kept confidential, promptly notify the Company in writing and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature only that portion of such information or (y) is legally required to be disclosed, provided that the Investor shall use such information in a manner which would be detrimental commercially reasonable efforts to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), Neither the Company and Buyer will cooperate with each other in nor the development and distribution Investor shall issue or cause the publication of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news press release or other public announcement, it shall advise announcement with respect to the Transactions without the prior consent of the other party Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules and regulations of the NASDAQ, in each case, as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Party reasonably in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedof such public announcement). (b) Buyer agrees For a period of eighteen (18) months following the Closing, the Investor shall, and shall cause its Affiliates and their respective Representatives to, hold in strict confidence any and all information, whether written or oral, concerning the Group Companies, except to the extent that all the Investor can show that such information provided (a) is generally available to Buyer and known by the public through no fault of the Investor, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Investor, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Investor or any of its representatives pursuant Affiliates or their respective Representatives are compelled to this Agreement disclose any information by judicial or administrative process or by other requirements of Law or applicable national securities exchange, the Investor shall be kept confidential, promptly notify the Company in writing and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature only that portion of such information or (y) is legally required to be disclosed, provided that the Investor shall use such information in a manner which would be detrimental commercially reasonable efforts to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), Neither the Company and Buyer will cooperate with each other in nor Investor I or Investor II shall issue or cause the development and distribution publication of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news press release or other public announcement, it shall advise announcement with respect to the Transactions without the prior consent of the other party Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules and regulations of any applicable stock exchange, in each case, as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Parties reasonably in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedof such public announcement). (b) Buyer agrees For a period of eighteen (18) months following the date of this Agreement, each of the Investors shall, and shall cause its Affiliates and their respective Representatives to, hold in strict confidence any and all information, whether written or oral, concerning the Group Companies, except to the extent that all such Investor can show that such information provided (a) is generally available to Buyer and known by the public through no fault of such Investor, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by such Investor, any of its Affiliates or their respective Representatives from and after the First Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Investor or any of its representatives pursuant Affiliates or their respective Representatives are compelled to this Agreement disclose any information by judicial or administrative process or by other requirements of Law or applicable national securities exchange, such Investor shall be kept confidential, promptly notify the Company in writing and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature only that portion of such information or (y) is legally required to be disclosed, provided that such Investor shall use such information in a manner which would be detrimental commercially reasonable efforts to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Subject No party shall have the right to each party's disclosure obligations imposed by law and issue any stock exchange press release or similar rules and the confidentiality provisions contained in Section 5.2(b), the Company and Buyer will cooperate with each other in the development and distribution of all news releases and other public information disclosures statement with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of or the transactions contemplated hereby herein without the prior written consent of each other party (not to be unreasonably withheld, delayed, denied, or therebyconditioned), except as required by Law. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall, and shall cause their respective Affiliates to, hold in confidence and not use, and shall use their respective reasonable best efforts to cause their respective representatives to hold in confidence and not use, any and all non-public, confidential, or proprietary information, whether written or oral, concerning the other party, including, without limitation, any such information obtained pursuant to Section 5.5 or 6.3, as applicable, except to the extent that Parent and Merger Sub, on the one hand, or the Company, on the other hand, as the case may be, can show that such information: (a) is generally available to and known by the public through no fault of such party or any of its Affiliates or their respective representatives; (b) is lawfully acquired by such party, any of its Affiliates or their respective representatives from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (c) is required to be disclosed by the requirements of the SEC or any Self Regulatory Organization. If a party is required by law Parent or Merger Sub, on the one hand, or the Company, on the other hand, as the case may be, or any stock exchange of its Affiliates or similar rule their respective representatives is compelled to issue a news release disclose any information by judicial or administrative process or by other public announcementrequirements of Law, it such compelled party shall advise promptly notify the other party in advance thereof writing and shall disclose only that portion of such information that such compelled party is advised by its counsel in writing is legally required to be disclosed, provided that such compelled party shall use reasonable best efforts to cause a mutually agreeable release or announcement to be issued. (b) Buyer agrees that all information provided to Buyer or any of its representatives pursuant to this Agreement shall be kept confidential, and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Subject to Unless otherwise required by applicable Law, no Party shall, and each party's Party shall cause its Affiliates, agents, representatives and professionals not to, make any disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained public announcements in Section 5.2(b), the Company and Buyer will cooperate with each other in the development and distribution respect of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of or the transactions contemplated hereby (including price and terms) or thereby. If a party is required by law or otherwise communicate with any stock exchange or similar rule to issue a news release or other public announcement, it shall advise media without the prior written consent of the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedParties. (b) Buyer agrees Each Seller Party shall, and shall cause its respective Affiliates to, hold, and shall use its commercially reasonable efforts to cause his respective representatives to hold, in confidence (and not disclose or provide access to any other Person) any and all information, whether written or oral, concerning the Purchased Assets or the Business, except to the extent that all such Seller Party can show that such information provided (i) is generally available to Buyer and known by the public through no fault of such Seller Party or any of its or his respective Affiliates or representatives; (ii) is lawfully acquired by such Seller Party or any of its or his respective Affiliates or representatives pursuant from and after the Closing from sources unrelated to this Agreement shall be kept confidentialPurchaser, and Buyer shall either Shareholder, or Seller which are not (x) disclose prohibited from disclosing such information to any persons other than the directorsby a legal, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of contractual or fiduciary obligation; (iii) came within such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer Seller Party’s possession on a non-confidential basis from a third party that is not, prior to Buyer's knowledge, bound its being furnished by any other confidentiality agreement with the Company, another Party; or (iiiv) prohibit disclosure was independently developed by such Seller Party without the use of any confidential information if of the Purchaser or the Business. If a Seller Party or any of its or his Affiliates or representatives is compelled to disclose any information by judicial or administrative process or by other requirements of Law, such Seller Party shall promptly notify Purchaser in writing and shall disclose only that portion of such information which such Seller Party is advised by its or his counsel in writing is legally required by lawto be disclosed; provided, rulehowever, regulation, court that such Seller Party shall use its or his commercially reasonable efforts to obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. The parties hereto shall not issue (aand shall cause their respective directors, officers, employees, representatives and Affiliates not to issue) Subject to each party's disclosure obligations imposed by law and any stock exchange report, statement or similar rules and the confidentiality provisions contained in Section 5.2(b), the Company and Buyer will cooperate with each other in the development and distribution of all news releases and other press release or otherwise make any public information disclosures statement with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is without prior consultation with and approval of the other party, except as may be required by law Applicable Law, including, Japanese or any stock exchange or similar rule U.S. securities regulations and laws, in which case such party shall endeavor to issue a news release or other public announcement, it shall advise the other parties and discuss the contents of the disclosure a reasonable period before issuing any such report, statement or press release. Furthermore, the parties hereto shall keep confidential and not disclose, and shall cause their respective Affiliates and directors, officers, employees and representatives of such party and their respective Affiliates to keep confidential and not disclose, any of the terms and conditions of this Agreement or any Transaction Agreement to any Third Party or any information in advance thereof whatever form, tangible or intangible, that is not generally known to the public and that was provided to Seller by Buyer or to Buyer by Seller, as the case may be, in connection with negotiations, dealings and other discussions between the parties hereto relating to this Agreement or any Transaction Agreement, in each case except as and to the extent that any such party shall be so obligated by Applicable Law, including, Japanese or U.S. securities regulations and laws, in which case the other party shall be so advised and the parties shall use their reasonable best commercial efforts to cause a mutually agreeable release or announcement to be issued. (b) Buyer agrees issued and except that all information provided to Buyer the parties may disclose the terms and conditions of this Agreement or any Transaction Agreement to their respective accountants, auditors, lawyers, other advisors or actual or prospective parties to a business combination or loan or investment, but shall instruct the foregoing parties (other than counsel or auditors who are bound by an ethical obligation of its representatives pursuant confidentiality) to keep confidential and not disclose the terms and conditions of this Agreement shall be kept confidential, and Buyer shall not (x) disclose such information to any persons other than or the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the CompanyTransaction Documents; provided, however, the foregoing that Buyer’s non-disclosure obligation of is limited to information received from Seller related only to Seller. Buyer shall not (i) relate be prohibited after the Closing from disclosing any information provided by Seller related to any information that (1) is Company or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental processSubsidiary.

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules and the confidentiality provisions contained in Section 5.2(b), Neither the Company and Buyer will cooperate with each other in nor the development and distribution Investor shall issue or cause the publication of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby or thereby. If a party is required by law or any stock exchange or similar rule to issue a news press release or other public announcement, it shall advise announcement with respect to the Transactions without the prior consent of the other party Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules and regulations of any applicable stock exchange, in each case, as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Parties reasonably in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedof such public announcement). (b) Buyer agrees For a period of eighteen (18) months following the date of this Agreement, the Investor shall, and shall cause its Affiliates and their respective Representatives to, hold in strict confidence any and all information, whether written or oral, concerning the Group Companies, except to the extent that all the Investor can show that such information provided (a) is generally available to Buyer and known by the public through no fault of the Investor, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by the Investor, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Investor or any of its representatives pursuant Affiliates or their respective Representatives are compelled to this Agreement disclose any information by judicial or administrative process or by other requirements of Law or applicable national securities exchange, the Investor shall be kept confidential, promptly notify the Company in writing and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature only that portion of such information or (y) is legally required to be disclosed, provided that the Investor shall use such information in a manner which would be detrimental reasonable efforts to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court obtain an appropriate protective order or other legal or governmental processreasonable assurance that confidential treatment will be accorded such information.

Public Announcements; Confidentiality. (a) Subject to each party's disclosure obligations imposed by law and any stock exchange or similar rules Each of the Elan Companies and the confidentiality provisions contained in Section 5.2(b)Acquiror agrees that, prior to the Company Closing, it and Buyer will cooperate with each other in its representatives shall keep the development and distribution facts surrounding the negotiation of all news releases and other public information disclosures with respect to this Agreement, the Registration Rights Agreement, the Contingent Value Right Agreement, the Stockholders Agreement and any of the transactions contemplated hereby hereby, any disclosures made herein and hereunder, confidential and shall not disclose such information to any other Person, except for its advisors, accountants, attorneys, consultants and agents with a need to know and who agree to maintain the confidentiality of such information, through a press release or thereby. If a otherwise (except as necessary to carry out the terms of this Agreement or to the extent such information becomes public information or generally available to the public through no fault of such party or its Affiliates) without the prior written consent of the other party, unless such party has been advised by counsel that disclosure is required by law to be made under applicable Law or any stock the requirements of a national securities exchange or another similar rule to issue a news release or other public announcement, it shall advise the other party in advance thereof and use reasonable best efforts to cause a mutually agreeable release or announcement to be issuedregulatory body. (b) Buyer agrees Each party shall not, and shall require that all information provided its Affiliates and its and their distributors do not, use or reveal or disclose to Buyer third parties any Confidential Information without first obtaining the written consent of the other party, except as may be reasonably necessary in performing such party's obligations or exercising such party's rights under this Agreement. Notwithstanding the foregoing, each party may disclose any of Confidential Information to its representatives pursuant to this Agreement Advisors and Affiliates and its and their distributors on a need-to-know basis only, and such party shall be kept confidential, and Buyer shall not (x) disclose such information to any persons other than the directors, officers, employees, financial advisors, investors, lenders, legal advisors, accountants, consultants and affiliates of Buyer who reasonably need to have access to the confidential information and who are advised of the confidential nature of such information or (y) use such information in a manner which would be detrimental to the Company; provided, however, the foregoing obligation of Buyer shall not (i) relate to any information that (1) is or becomes generally available other than as a result of unauthorized disclosure by Buyer or by persons to whom Buyer has made such information available, (2) is or becomes available to Buyer on a non-confidential basis from a third party that is not, to Buyer's knowledge, bound by any other confidentiality agreement with the Company, or (ii) prohibit disclosure of any information if required by law, rule, regulation, court order or other legal or governmental process.responsible for such