Common use of Public Announcements Clause in Contracts

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to make an announcement So long as this Agreement is in the form set out in Schedule 10.4 effect, Parent and Merger Sub, on the date of execution of this Agreement. Subject to one hand, and the foregoing and Section 10.2.5Company, on the Parties have agreed that neither Party other, shall not issue any public announcement, press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public disclosure release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in transactions contemplated hereby. The press release announcing the opinion execution and delivery of the disclosing Party’s counsel, required to this Agreement shall not be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] issued prior to the anticipated date approval of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission each of the other [***] Certain information in this document has been omitted Company and filed separately Parent. The Company shall (i) file one or more current reports on Form 8-K with the Securities SEC attaching the announcement press release and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms a copy of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the other Party, SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in accordance with this Section 10.4; provided that 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such information remains accurate as of such time statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and provided the frequency and form of such disclosure are reasonableCompany.

Public Announcements. The Parties have agreed to make an announcement upon the content of one (1) joint press release that shall be issued substantially in the form set out in attached hereto as Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.59.5, the release of which the Parties have shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed that neither by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Disclosing Party (or any of its Affiliatesparent entity) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event If a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.49.5; provided provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to Neither Party nor their respective Affiliates shall make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure announcement regarding this Agreement or its subject matter disclose the terms and conditions of this Agreement or any other agreements contemplated hereby to any Third Party without the other Party’s prior written consentconsent of the other Party (not to be unreasonably withheld, delayed or conditioned), except for any (a) to advisors (including consultants, financial advisors, attorneys and accountants) on a need to know basis, in each case, under circumstances that reasonably protect the confidentiality thereof, (b) to the extent such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, is required by Applicable Law or the rules (including securities laws), (c) to potential acquirers of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, majority of the assets of such Party (related to this Agreement or its relevant Affiliate) shall submit equity of such Party in connection with negotiations of definitive agreements so long as the proposed disclosure in writing to disclosing Party provides the other Party as far in advance as reasonably practicable with prior written notice of any such disclosure (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall not be required to seek disclose the permission other Person to any such negotiations or the terms of any proposed transaction), (d) those terms and conditions specifically designated for disclosure in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, or (e) as otherwise mutually agreed by the Parties (which agreement shall not be unreasonably withheld, conditioned or delayed and shall take into consideration the need for accuracy and compliance with (i) regulatory guidance documents and (ii) market requirements of the New York Stock Exchange or such other recognized exchange(s) on which securities of a Party or one of its Affiliates may be listed. Notwithstanding the foregoing, (A) without the prior written consent of the other [***] Certain information in this document has been omitted and filed separately Party, Pfenex or Hospira may (I) file with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to Commission (the omitted portions. Party to repeat any information regarding “SEC”) a Current Report on Form 8-K describing this Agreement and the terms transactions contemplated hereby and (II) file a copy of this Agreement with the SEC as an exhibit to such Current Report on Form 8K or any amendment a subsequent periodic report; provided, that the Parties shall consult with each other so as to minimize the necessary disclosure and shall seek confidential treatment of such portions of this Agreement and the terms and conditions thereof as agreed upon by the Parties and permitted under Applicable Laws; and (B) the Parties agree to issue a joint press release announcing the execution of this Agreement, which is attached hereto that has already been publicly disclosed by as Exhibit B. Thereafter, Pfenex and Hospira may each disclose to Third Parties the information contained in such Party Current Report on Form 8-K or such press release without the need for further approval by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Within a reasonable time following the Effective Date of this Agreement, the Parties have agreed to make an announcement will issue a joint press release announcing the existence of this Agreement in the form and substance mutually agreed upon by the Parties. Except as set out forth in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5preceding sentence, the Parties have agreed that neither Party shall issue make any public announcementannouncement concerning the transactions contemplated herein, press release or other make any public disclosure regarding this Agreement or its subject matter without statement which includes the name of the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law Affiliates or otherwise use the rules of a stock exchange on which the securities name of the disclosing other Party (or any of its Affiliates) are listed Affiliates in any public statement or admitted to trading (document, without the written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may make such public announcements or to which an application disclosures as may be required by regulation, law or judicial order. Except for listing any regulatory, legal or admission to trading has been submitted). In the event judicial disclosure obligation, any such public announcement proposed by a Party (or any of its Affiliates) is, that names the other Party shall first be provided in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing draft to the other Party as far in advance as reasonably practicable which shall have fifteen (and in no event less than [***] 15) business days to review such draft prior to the anticipated date issue or publication of disclosure or such shorter period the disclosure. Except as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither expressly permitted by this Section 9.2, neither Party shall be required to seek publish or otherwise disclose the permission existence of this Agreement, or its terms, without the other [***] * Certain information in on this document page has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment treatment has been requested with respect to the omitted portions. Party’s prior written consent; provided, however, that a Party to repeat any information regarding may disclose the existence and/or terms of this Agreement to such Party’s professional advisors and, on a confidential basis and subject to a written confidentiality agreement not less stringent then the confidentiality terms contained herein and of which the other Party is a third party beneficiary, to potential Third Party investors or any amendment hereto that has already been publicly disclosed acquirors or, in the case of Proprius, to potential Sublicensees, in each case in connection with due diligence or similar investigations by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableThird Parties.

Public Announcements. The Parties have agreed initial press release with respect to make an announcement in the form set out in Schedule 10.4 on the date of execution of this AgreementAgreement shall be a joint press release to be reasonably agreed upon by Parent and MLP. Subject to the foregoing and Section 10.2.5Thereafter, the Parties have agreed that neither Party MLP nor Parent shall issue or cause the publication of any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party announcement (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure extent not previously issued or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, made in accordance with this Section 10.4; provided that Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such information remains accurate as release (in which case such party shall not issue or cause the publication of such time press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and provided existence of an MLP Alternative Proposal that the frequency MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and form matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of such disclosure MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are reasonableconsistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any public announcement, press release release, or other public disclosure regarding this the Collaboration Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) (“Required Public Disclosure”). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall be required to seek follow the permission aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the other [Public Disclosure that is not considered a Required Public Disclosure. ***] Certain information in this document has been omitted * Confidential material redacted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to make an announcement in (1) Purchaser shall issue a press release (the form set out in Schedule 10.4 on “Press Release”) announcing the date of execution and delivery of this Agreement. Subject , (2) Purchaser shall file a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement and appending as exhibits this Agreement and the Press Release, (3) Purchaser shall file the Registration Statement (as defined below) along with a preliminary prospectus supplement thereto, and (4) TRT shall file an amendment to the foregoing and Section 10.2.5Schedule 13D/A filed on July 17, 2012 reporting the entry into this Agreement (the Press Release, the Parties have agreed that neither Party shall issue Form 8-K, and the amendment to Schedule 13D/A, the “Disclosure Materials”) , amending any public announcementapplicable items to confirm its obligations under this Agreement, press release or other public disclosure regarding and appending this Agreement or its subject matter without as an exhibit thereto, and the other Party’s prior written consent, except for any such disclosure that is, in party filing and/or disseminating the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of applicable Disclosure Materials shall deliver a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing draft thereof to the other Party as far party in advance as reasonably practicable of filing such materials with the SEC or disseminating same (whichever occurs earlier) in order to permit the other party and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance its counsel with Applicable Law) so as to provide a reasonable opportunity to review and comment thereon. Neither Party shall on such materials, which comments, to the extent deemed to be required reasonable and appropriate by the party filing or disseminating such materials (acting in good faith), will be incorporated into such materials prior to seek the permission filing of such materials with the SEC and/or the dissemination of the other [***] Certain information in this document has been omitted and filed separately with same. Except for the Securities and Exchange Commission. Confidential Treatment has been requested with respect to filing and/or disseminating of the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, Disclosure Materials in accordance with this Section 10.44.1 and except as reasonably necessary in connection with the Secondary Offering, no party hereto shall make any public announcements or similar publicity with respect to this Agreement (a “Public Announcement”) without the prior written consent of the other party; provided provided, however, that nothing contained herein shall limit any party from making any announcements, statements or acknowledgments that such information remains accurate as party deems in good faith are necessary or advisable to make, issue or release pursuant to applicable legal requirements, securities laws (including Section 16 under the Exchange Act), the rules of such time and provided the frequency and form of such disclosure are reasonableany national securities exchange, or any judicial, administrative or legal order.

Public Announcements. The Parties have agreed During the Pre-Closing Period, (a) neither the Company nor Seller or Affiliates or Representatives thereof shall issue any press release or make any public statement regarding this Agreement, or regarding any of the transactions contemplated by this Agreement, without Purchaser's prior written consent, and (b) Purchaser shall not (and Purchaser shall not permit any of its Affiliates and Representatives to) issue any press release or make any public statement regarding this Agreement, or regarding any of the transactions contemplated by this Agreement, without Company's prior written consent. Notwithstanding the provisions of the preceding sentence, each party or any Affiliate thereof whose shares are publicly traded shall be permitted to issue any press release or make an announcement any public statement as is required by or (in its reasonable judgment) advisable in connection with any Legal Requirement, including, without limitation, Nasdaq rules, providedthat it first consults with the form set out other party hereto as to the timing and substance thereof. Each of Purchaser, the Company and Seller acknowledge that certain of the proceedings required to obtain consents to or approvals of the Transactions from Governmental Bodies are public, and consent to the filings and disclosures required during the Pre-Closing Period pursuant to Section 6.1 hereof notwithstanding anything to the contrary in Schedule 10.4 on this Section 6.2; provided that the date parties hereto shall use their commercially reasonable efforts to cause the Governmental Bodies with which contacts may be made in order to obtain such consents or approvals to maintain the confidentiality of this Agreement and the Transactions to the fullest extent practicable. To the extent inconsistent with the provisions of this Section 6.2, the Non-Disclosure Agreement dated October 6, 2010 between the Company and Purchaser (the "Confidentiality Agreement") is expressly superseded hereby and shall be deemed amended to conform hereto. In addition, the parties agree that, by virtue of execution of this Agreement. Subject to , they agree that the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Confidentiality Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate construed as of such time and provided the frequency and form of such disclosure are reasonablea mutual confidentiality agreement.

Public Announcements. The Parties have agreed to make an announcement upon the content of a press release which shall be issued substantially in the form set out in attached hereto as Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.57.4, the release of which the Parties have agreed that neither shall coordinate in order to accomplish such release promptly following delivery by Receptos of the written notification and supporting documentation contemplated by Section 10.3.1. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) (“Required Public Disclosure”). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall be required to seek follow the permission aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos, its Sublicensees and the respective Affiliates of Receptos and its Sublicensees shall have the right to publicly announce, make a press release, or make other [***] Certain public disclosures of development activities or information regarding the Licensed Compound in the Lead Indication pursuant to the Development Plan and Budget and this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested Agreement (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) such disclosure is subject to the omitted portions. Party provisions of Sections 7.1 through 7.3 with respect to repeat any information regarding Confidential Information of AbbVie and (ii) no use of the terms name of this Agreement AbbVie (or insignia, or any amendment hereto that has already been publicly disclosed by such Party contraction, abbreviation or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableadaptation thereof) occurs without AbbVie’s prior written permission.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this the Exclusive License Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) (“Required Public Disclosure”). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on or securities listing organization non which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall be required to seek follow the permission aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos and its Sublicensees and their respective Affiliates shall have the right to publicly announce, make a press release, or make other [public disclosures of the development or commercial activities or information regarding the Licensed Compound and Licensed Products (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) such disclosure is subject to the provisions of this Article 8 with respect to Confidential Information of AbbVie and (ii) no use of the name of AbbVie or its Affiliates (or insignia, or any contraction, abbreviation or adaptation thereof) occurs without AbbVie’s prior written permission. ***] Certain information in this document has been omitted * Confidential material redacted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed public disclosure to make an be made by any of the parties accompanying the announcement in of the form set out in Schedule 10.4 on Contemplated Transactions, including, among other things, the date of execution of this Agreement. Subject initial press release to be issued with respect to the foregoing and Section 10.2.5Contemplated Transactions, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion description of the disclosing Party’s counsel, required Contemplated Transactions for purposes of the notification and report form to be disclosed by filed pursuant to the disclosing Party (or any of its Affiliates) by Applicable Law or HSR Act, the rules of a stock exchange on which the securities description of the disclosing Party (or Contemplated Transactions for purposes of any of its Affiliates) are listed or admitted filings to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately made with the Securities and Exchange CommissionCommission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by LM and GE, except as required by Applicable Law. Confidential Treatment has been requested Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the omitted portionsTransaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. Party To the extent that LM receives comments relating to repeat the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any information regarding written request from LM for GE's consent to additional or modified disclosure to be made concerning the terms Contemplated Transactions within one Business Day following GE's receipt of LM's written request, which shall include a copy of the relevant comments and the proposed disclosure. Notwithstanding the foregoing, no provision of this Section 7.03 shall relieve any party from its obligations under Section 4.02 of the Contribution Agreement or any amendment hereto that has already been publicly disclosed by such Party or by Section 6.01 of this Agreement, as the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablecase may be.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)listed. In the event If a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure, as well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] ([…***…]) Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither The Party desiring to make any such public disclosure shall be required consider in good faith any comments provided by the other Party with respect to seek such disclosure. Notwithstanding the permission foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the right to publicly announce, make a press release, or make other public disclosures of the other [research, development and commercial Information (including with respect to regulatory matters) regarding the Products; provided, that (i) such disclosure is subject to the provisions of Sections 9.1 through 9.3 with respect to Galapagos’ Confidential Information, and (ii) AbbVie shall not use the name of Galapagos (or insignia, or any contraction, abbreviation or adaptation thereof) without Galapagos’ prior written consent. ***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.Requested***

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither No Party shall issue any public announcement, press release or other otherwise make public disclosure regarding statements or filings with respect to this Agreement or its subject matter the Closing Documents, or the transactions contemplated herein or therein, without the consent of the other Party’s prior written consent, except for any such disclosure that isParties (or, in the opinion case of the disclosing Party’s counselPurchaser, required to be disclosed by of the disclosing Party (or any of its Affiliates) by Applicable Law Requisite Vendors, if before the Closing, or the Vendors’ Delegate, if after the Closing) which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) each Party shall have the right to override such obligation in order to make any disclosure or filing required under applicable Laws or the listing rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a recognised stock exchange on which its securities shares (or the shares of its holding company) are listed or admitted intended to trading (or be listed, in which case the Party making any such disclosure shall use commercially reasonable efforts to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing give prior written notice to the other Party as far in advance as reasonably practicable Parties and reasonable opportunity for the other Parties (and in no event less than [***] for the Vendors, the Requisite Vendors prior to Closing, or after Closing, the anticipated date of Vendors’ Delegate) to review or comment on the disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the filing (other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not possible, to give such notice immediately following the omitted portionsmaking of any such disclosure or filing and (ii) following the public announcement of the transactions contemplated by this Agreement, the Vendors’ Delegate and Solomon Partners Securities, LLC shall be permitted to announce that it has been engaged to serve as the Vendors’ Delegate and financial advisor to the Corporation, respectively, in connection herewith as long as such announcement does not disclose any of the non- publicly announced terms hereof. Party to repeat any information Schedule 7.5 sets out the agreed upon announcement regarding the terms transactions contemplated by this Agreement which the Parties have agreed will be issued by the Purchaser or its Affiliates forthwith after the date of this Agreement Agreement. Any use of the Purchaser’s or any amendment hereto that has already been publicly disclosed by such Party the Parent’s name or by logo shall require the other Party, in accordance with this Section 10.4; provided that such information remains accurate as prior written approval of such time and provided the frequency and form of such disclosure are reasonablePurchaser.

Public Announcements. The Parties have agreed to make an announcement may issue a separate press release(s) on or following the Execution Date as well as on or following the Closing Date, in the form set out in approved by both Parties as of the Execution Date and attached as Schedule 10.4 on 9, disclosing the date of execution of entry into and closing of, as applicable, this AgreementAgreement and its general subject matter. Subject Except to the foregoing and Section 10.2.5extent already disclosed in such initial press releases or, subject to Clause 13.2, to the Parties have agreed that extent required by Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of the securities of either Party or its Affiliates on any stock or securities exchange, neither Party shall issue make any public announcement, press release or other public disclosure regarding announcements concerning this Agreement or its the subject matter hereof without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, which shall not be unreasonably withheld or delayed. Each Party acknowledges that the other Party may wish to announce the achievement of Development milestones (including the initiation and completion of Clinical Studies) and/or the occurrence of significant regulatory events (including the submission of applications for Regulatory Approvals and the grant of Regulatory Approvals) concerning Licensed Product, and the Parties shall act in accordance with this Section 10.4; provided that such information remains accurate as good faith in these circumstances to attempt to quickly resolve any differences regarding the appropriateness and content of such time a public announcement, with the understanding that nevertheless no such public announcement may be made by a Party without the prior written consent of the other Party (which shall not be unreasonably withheld or delayed) except to the extent already disclosed in such initial press releases or, subject to Clause 13.2, required by Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of the securities of either Party or its Affiliates on any stock or securities exchange (it being understood that each of the events referred to above in this sentence would require disclosure by Genmab pursuant to applicable securities exchange rules and provided the frequency and form of such disclosure are reasonableregulations).

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement6.4.1. Subject to the foregoing and this Section 10.2.56.4.1, the Parties have agreed that neither Party or any of its Affiliates shall issue any public announcement, press release or other similar formal public disclosure (e.g., a disclosure required to be made in a registration statement, periodic report or similar filing) regarding this Agreement or its subject matter without the other Party’s prior written consent, except for such consent not to be unreasonably withheld, delayed or conditioned. The Party proposing to make such public announcement, press release or other similar formal public disclosure shall provide a copy of any such public announcement, press release or other similar formal public disclosure that isto the other Party reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the opinion case of the disclosing Party’s counsel, required to be disclosed a disclosure covered by the third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing or otherwise publicly disclosing Party (such public announcement, press release or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)other similar formal public disclosure. In the event and to the extent a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public announcement, press release or other similar formal public disclosure, such Party (or its relevant Affiliate) shall submit the proposed public announcement, press release or other similar formal public disclosure in writing to the other Party as far reasonably (to the extent practicable under the circumstances) but in advance as reasonably practicable (and in all cases no event less than one (1) Business Day in advance. Under the circumstances covered in the immediately preceding sentence and subject to Section 5.7, the releasing Party shall not be obligated (a) to delay making any such public announcement, press release or other similar formal public disclosure beyond the time when the same is required to be made in order to facilitate review and comment by the other Party or (b) to refrain from issuing such public announcement, press release or other similar formal public disclosure for which approval has not been provided by the other Party. In the event and to the extent a Party is, in *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] prior ], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to the anticipated date of which an application for listing has been submitted) to make any disclosure or such shorter period as regarding this Agreement in any required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither filing, neither Party shall be required to seek the permission consent of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat such disclosure in a subsequent required filing (but not, for clarity, in any information regarding the terms of this Agreement other public announcement or any amendment hereto that has already been publicly disclosed a press release) by such a Party or by the other Party, in accordance with this Section 10.46.4.1; provided that (i) such information disclosure remains accurate as of such time in light of the then-applicable circumstances and provided (ii) the frequency and form of such disclosure are reasonable, including in light of the context of such disclosure taking into account the passage of time and other circumstances. Subject to Section 3.4.2, Licensee may, without MedImmune’s consent, issue public announcements, press releases or other similar formal public disclosures solely regarding (x) clinical trials of Licensed Products, including the initiation, enrollment status and results thereof, (y) the filing, or acceptance for filing, of INDs and Drug Approval Applications for Licensed Products, or (z) the receipt of Regulatory Approvals with respect to Licensed Products; provided, however, that Licensee shall provide a copy of any such public announcements, press releases or other similar formal public disclosures to MedImmune reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the case of a public disclosure covered by the third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing such public announcement, press release or other similar formal public disclosure; provided, further, that any such public announcement, press release or other similar formal public disclosure that includes an AstraZeneca Product Reference shall be subject to MedImmune’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. In addition, either Party may disclose amounts paid to or received by either Party in respect of the achievement of any milestone events.

Public Announcements. The Parties have agreed On the date of this Agreement, the Company will announce this Agreement by means of the press release mutually agreeable to make an announcement the Company and Xxxxx in the form set out attached as Exhibit B (the “Press Release”). Except as otherwise permitted in Schedule 10.4 on this Agreement, during the date Standstill Period neither the Company (including the Board and members of the Board) nor the Xxxxx Stockholders will make any public statements with respect to this Agreement or the matters covered by this Agreement (including in any filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in this Agreement or the Press Release, except as required by law. For the avoidance of doubt, neither the Company (including the Board and members of the Board) nor the Xxxxx Stockholders will make any public statements with respect to this Agreement or the matters covered by this Agreement after the execution of this Agreement and before the issuance of the Press Release. The Company will promptly prepare and file with the SEC a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement. Subject to All disclosure in the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding Form 8-K will be consistent with this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)Press Release. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (The Company will provide Xxxxx and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance his counsel with Applicable Law) so as to provide a reasonable opportunity to review and comment thereonon the Form 8-K prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. Neither Party shall As soon as reasonably practicable, the Company will prepare and file with the SEC a proxy statement on Schedule 14A, a proxy card and other related materials concerning the 2023 Annual Meeting (the “Proxy Materials”). All disclosure in the Proxy Materials relating to matters covered by this Agreement will be required consistent with this Agreement and the Press Release. The Company will provide Xxxxx and his counsel with a reasonable opportunity to seek the permission review and comment on excerpts of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of Proxy Materials describing matters covered by this Agreement or otherwise relating to Xxxxx prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. Xxxxx will promptly prepare and file with the SEC an amendment hereto that has already been publicly disclosed by such Party or to his Schedule 13D (the “Schedule 13D Amendment”) reporting the entry into this Agreement. All disclosure in the Schedule 13 Amendment will be consistent with this Agreement and the Press Release. Xxxxx will provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to filing, and will consider in good faith any changes proposed by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableCompany or its counsel.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution Without limiting any other provision of this Agreement. Subject , Buyer and Seller Parties will consult with each other before issuing, and provide each other the opportunity to the foregoing review and Section 10.2.5comment upon, the Parties have agreed that neither Party shall issue any public announcement, press release or public statement with respect to the terms of this Agreement and will not issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure regarding relating to this Agreement or its subject matter without the prior express written permission of the other Party. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party and may utilize the other Party’s prior written consentname and logo in conjunction with such disclosure. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than MARKED BY [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) so as to provide a reasonable opportunity to comment thereonIS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableIF PUBLICLY DISCLOSED.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (a) an initial press release mutually agreed upon by the Parties and attached hereto as Schedule 7.4, or (b) any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (are listed. In the event Xynomic wishes to issue a press release announcing major Development or any Commercialization progress related solely to the Licensed Product during the Term of its Affiliates) are listed this Agreement, the content shall be subject to Pharmacyclics’ prior consent, which consent shall not be unreasonably withheld, conditioned or admitted to trading (or to which an application for listing or admission to trading has been submitted)delayed. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party For the avoidance of doubt and notwithstanding any limitations set forth herein, (i) Xynomic may not in any event specifically mention the name of “AbbVie” and “Pharmacyclics” or any of their Affiliates in any the press release, or any terms of this Agreement, without Pharmacyclics’ prior written consent and (ii) Xynomic may use the name of “abexinostat” and any information, with respect to which Pharmacyclics’ consent has been obtained pursuant to this Section 7 previously, without Pharmacyclics’ prior written consent. In the event a public announcement, press release, or other public disclosure regarding this Agreement or its subject matter is issued in multiple languages, all such translated announcements, press releases or other disclosures shall (A) be required in compliance with this Section 7.4, provided that Xynomic must only receive consent from Pharmacyclics with regard to seek the permission of original press rele ase, public announcement or disclosure, and (B) not deviate in form, content, or meaning, after translation, from the press release, announcement or other [public disclosure consented to by Pharmacyclics. ***] Certain information in this document has been omitted *Text Omitted and filed separately Filed Separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Requested Under 17 C.F.R. Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.230.406

Public Announcements. (a) The Parties have agreed to make an announcement in the form set out in Schedule 10.4 shall agree on the date content and form of the expected press release from each Party and shall coordinate to the extent reasonably practicable, the timing of the initial press releases in order to accomplish the same promptly upon execution and delivery of this Agreement. Subject The initial press releases of the Parties are attached hereto as Exhibit 12.5(a). Except to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, extent already disclosed in a press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that isas may be required, in the opinion good faith discretion of the disclosing such Party’s counsel, by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or stock exchange or quotation system rule without first obtaining the approval of the other Party and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to be disclosed made by the disclosing Party (law, judicial order or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which or quotation system rule, the securities of the disclosing Party (making such press release or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) announcement shall submit the proposed disclosure in writing provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure or such shorter period as time when the same is required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereonbe made. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, Party in accordance with this Section 10.412.5(a); provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of a joint press release to make an announcement announce the collaboration which shall be issued substantially in the form set out in attached hereto as Schedule 10.4 on the date of 11.4 upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter the Parties’ activities hereunder without the other Party’s prior written consentconsent (which shall not be unreasonably withheld, delayed, or conditioned), except for any such disclosure regarding [***], or any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (are listed, or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)is otherwise expressly permitted in accordance with this Article 11. In the event a Party (desires to make a public announcement regarding the exercise of any Option or payment of any of its Affiliates) milestone or that is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure, unless such proposed disclosure or such shorter period as is required to ensure compliance with under Applicable Law, or the rules of an applicable securities exchange, in each case to be made in [***] Business Days or less) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek Specifically and notwithstanding the permission of foregoing, the other Parties acknowledge that [***] Certain information ]. As used in this document has been omitted and filed separately with the Securities and Exchange CommissionSection 11.4, [***]. Confidential Treatment has been requested with respect to the omitted portions. After release of any such press release, public announcement, public disclosure or presentation by a Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that 11.4, such Party may further disclose the information remains accurate as of contained such time and provided press release, public announcement, public disclosure or presentation without the frequency and form of such disclosure are reasonableneed for further notice to or review by the other Party under this Section 11.4 or otherwise.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on Each Party hereto covenants and agrees that, except as provided for herein, it will not from and after the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5hereof make, the Parties have agreed that neither Party shall issue or release any public announcement, press release, statement or acknowledgment of the existence of, or reveal publicly the terms, conditions and status of, the transactions contemplated herein, without the prior written consent of the other Party as to the content and time of release of and the media in which such statement or other public disclosure regarding announcement is to be made, such consent not to be unreasonably withheld; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either Party is required by law to make, issue or release, the making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the Party so required by law shall not constitute a breach of this Agreement or its subject matter without if such Party shall have given, to the extent reasonably practicable, not less than two calendar days prior notice to the other Party’s prior written consent, except for any and shall have attempted, to the extent reasonably possible, to clear such disclosure that isannouncement, in statement, acknowledgment or revelation with the opinion other Party. Xxxxxxxx shall not use the name of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (Buyer or any of its Affiliates) by Applicable Law Affiliates for advertising or promotional purposes without the prior written consent of Buyer. In furtherance of the foregoing, Xxxxxxxx shall not originate any publicity or other announcement, written or oral, whether to the public, the press, the trade, Buyer’s or Xxxxxxxx’x customers or otherwise, relating to this Agreement or the rules existence of a stock exchange an arrangement between the Parties, without the prior written approval of Buyer. To the extent the name “Xxxxxxxx”, its trademark and/or associated design is not required to appear on which the securities front of the disclosing Party (Instrument under the terms of this Agreement, Buyer shall not have the right to use the name of Xxxxxxxx or any of its Affiliates) are listed Affiliates for advertising or admitted to trading (promotional purposes without the prior written consent of Xxxxxxxx, which consent shall not be unreasonably withheld, conditioned or to which an application for listing or admission to trading has been submitted)delayed. In To the event a Party (or any of extent the name “Xxxxxxxx”, its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as trademark and/or associated design is required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek appear on the permission front of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding Instrument under the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by Agreement, Buyer shall have the other Partyright to identify Xxxxxxxx as the manufacturer of the Instruments on its website, in accordance with this Section 10.4; provided that such information remains accurate as of such time press releases and provided the frequency in advertising and form of such disclosure are reasonablepromotional materials for any Final Product (or component thereof).

Public Announcements. The Parties have agreed to Neither Seller, nor any of Seller's Affiliates, successors or assigns, shall make an announcement in any public announcements regarding the form set out in Schedule 10.4 on the date of execution existence of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding terms of this Agreement or its subject matter and/or the transactions contemplated herein without the other Party’s prior written consentapproval of Buyer, except for any such disclosure that is, which approval may be granted or withheld in the opinion sole and absolute discretion of Buyer. Seller further agrees that (1) Buyer may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the disclosing Party’s counselmaterial terms thereof, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect , without the prior approval of Seller, to the omitted portions. Party to repeat any information extent deemed necessary or advisable in Buyer's reasonable discretion; and (2) Buyer may issue one or more press releases regarding the terms of this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Buyer's reasonable discretion; provided, however, such press releases shall be reasonably approved by Seller prior to publication (such approval (i) not to be unreasonably conditioned, withheld or any amendment hereto delayed, (ii) to be provided timely enough such that has already been publicly disclosed Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Buyer to disclose the information required by securities laws and regulations). Buyer further agrees that (1) Seller may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the material terms thereof, with the Securities Exchange Commission and such Party other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent deemed necessary or advisable in Seller's reasonable discretion; and (2) Seller may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Seller's reasonable discretion; provided, however, such press releases shall be reasonably approved by Buyer prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the other Party, information required by securities laws and regulations). The covenants and agreements of Seller set forth in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided 4.4(b) hereof shall survive the frequency and form of such disclosure are reasonableClosing indefinitely.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date Each of execution of this Agreement. Subject to the foregoing BioLite, BioKey, Parent and Section 10.2.5, the Parties have agreed each Merger Sub agrees that neither Party shall issue any no public announcement, press release or other announcement (including public disclosure regarding this Agreement or its subject matter filings with the SEC) concerning the transactions contemplated hereby shall be issued by any party without the other Party’s prior written consentconsent of BioLite, BioKey and the Parent (which consent shall not be unreasonably conditioned, withheld or delayed), except for any as such disclosure that is, in the opinion of the disclosing Party’s counsel, release or announcement may be required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules or regulations of a stock exchange on any applicable Governmental Body to which the securities relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the disclosing Party party; provided, that Parent may include disclosures relating to the transactions contemplated hereby in its periodic filings with the SEC without seeking consent from, or consulting with, any other party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent, BioLite and BioKey (or any of its Affiliates) are listed made individually by BioLite, BioKey, or admitted Parent, if previously consented to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable party); provided, finally, that (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawi) so as to provide a reasonable opportunity to comment thereon. Neither Party BioLite shall not be required to seek the permission of the other [***] Certain information provide Parent or BioKey any such opportunity to review or comment in this document has been omitted and filed separately connection with the Securities receipt and Exchange Commission. Confidential Treatment has been requested existence of a BioLite Acquisition Proposal and matters related thereto or a BioLite Adverse Recommendation Change or other communications contemplated by Section 7.4(b), and (ii) BioKey shall not be required to provide Parent or BioLite any such opportunity to review or comment in connection with respect to the omitted portions. Party to repeat any information regarding the terms receipt and existence of this Agreement a BioKey Acquisition Proposal and matters related thereto or any amendment hereto that has already been publicly disclosed a BioKey Adverse Recommendation Change or other communications contemplated by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable7.5(b).

Public Announcements. The Parties have agreed to make an announcement in None of the form set out in Schedule 10.4 on parties hereto, or their respective representatives, agents or affiliates, will publicly disclose the date existence of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter any of the other Restructuring Agreements or make known any facts related to the transactions described herein or therein without the other Party’s prior written consentconsent of Compaq, except for any such disclosure CMGI and, with respect to disclosures concerning NaviSite, NaviSite; provided that is, it is understood and agreed that (i) Compaq may disclose this Agreement and the other Restructuring Agreements and the status of the satisfaction of the conditions to closing contained herein and in the opinion other Restructuring Agreements, to representatives of Hewlett-Packard Company ("HP") so long as Compaq notifies HP of the disclosing Party’s counsel, confidential nature of such information; (ii) Compaq may make such public disclosure if required to be disclosed by law or by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules regulations of a stock national securities exchange or trading market on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its such party's securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosuretraded, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing and then only with as much prior notice to the other Party parties as far in advance as reasonably practicable is practicable; and (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawiii) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to any public disclosure by CMGI, NaviSite or AV that is required by law or by the omitted portions. Party regulations of a national securities exchange or trading market on which such party's securities are listed or traded, Compaq shall not unreasonably or untimely withhold such consent (it being understood and agreed that such consent shall be deemed to repeat have been given with respect to any information regarding such required disclosure (a "SUBSEQUENT DISCLOSURE") occurring after the date this Agreement and the transactions contemplated hereby are first publicly announced in compliance with the terms of this Agreement or any amendment hereto that has already been publicly disclosed by (the "INITIAL DISCLOSURE"), so long as such Party or by subsequent disclosure is of the same scope and character as the initial disclosure). Without limiting the generality of the foregoing, each party shall use reasonable efforts to give the other Party, in accordance with parties reasonable prior notice of any contemplated public announcement of this Section 10.4; provided that such information remains accurate as of such time and provided agreement or the frequency and form of such disclosure are reasonableother Restructuring Agreements or the transactions contemplated hereby or thereby.

Public Announcements. The Parties have agreed to make an announcement in Until the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5Closing, the Parties have agreed that neither Party shall issue make any public announcement, press release or other public disclosure announcement regarding the existence of this Agreement Agreement, the contents hereof or its subject matter the transactions contemplated hereby without the prior written consent of the other Party’s prior written consent; provided, except for any such disclosure however, that isthe foregoing shall not restrict disclosures by Purchaser or Seller which are (a) necessary, in the opinion upon advice of the disclosing Party’s counsel, required for such disclosing Party to be disclosed comply with by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates or (b) necessary for a Party to perform this Agreement, including disclosures to Governmental Bodies, a Party’s attorneys, lenders or any financial advisors (provided that such attorneys, lenders or advisors are obligated to keep such information confidential), or third parties holding preferential rights to purchase, rights of its Affiliates) consent or other rights that may be applicable to the transactions contemplated by Applicable Law this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents; and provided further that Purchaser may disclose the rules existence and contents of a stock exchange on which this Agreement and the securities of transactions contemplated hereby to the disclosing Party Standard & Poor’s and Xxxxx’x rating agencies (or any of its Affiliates) provided that such agencies are listed or admitted obligated to trading (or to which an application for listing or admission to trading has been submittedkeep such information confidential). In At or after Closing, the event a Party (content of any press release or any public announcement shall be subject to the prior review and reasonable approval of its Affiliates) isSeller and Purchaser. Notwithstanding the foregoing, in the opinion of its counsel, Seller acknowledges and agrees that Purchaser is required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (announcement and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately filing with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information Commission (regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by and the Upstream Purchase Agreement and the transactions contemplated hereby and thereby), including filing said agreements. Purchaser will provide Seller with a reasonable opportunity to review and comment upon such Party or by the other Partypublic announcement and filing, in accordance with this Section 10.4; provided that such information remains accurate as of such time including all exhibits thereto (and provided the frequency and form of such disclosure are reasonablewill consider Seller’s reasonable comments timely made thereto) prior to their release.

Public Announcements. The Parties have agreed initial press release with respect to make an announcement in the form set out in Schedule 10.4 on the date of execution of this AgreementAgreement shall be a joint press release to be reasonably agreed upon by Parent and the Partnership. Subject to Thereafter, neither the foregoing and Section 10.2.5, the Parties have agreed that neither Party Partnership nor Parent shall issue or cause the publication of any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party announcement (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure extent not previously issued or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, made in accordance with this Section 10.4; provided that Agreement) with respect to this Agreement or the transactions contemplated by this Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such information remains accurate as release (in which case such party shall not issue or cause the publication of such time press release or other public announcement without prior consultation with the other party); provided, however, that (i) the Partnership shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and provided existence of a Partnership Alternative Proposal that the frequency GP Conflicts and form Audit Committee believes in good faith is bona fide and matters related thereto or a Partnership Adverse Recommendation Change but nothing in this proviso shall limit any obligation of such disclosure the GP Delegate Board, the GP Conflicts and Audit Committee and the GP Board under Section 5.1(b) to negotiate with Parent in good faith and (ii) the Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of a Parent Alternative Proposal that the Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the Parent under Section 5.1(c) to negotiate with the Partnership, the Partnership GP and the Partnership GP Delegate in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are reasonableconsistent with statements made in previous press releases, public disclosures or public statements made by Parent or the Partnership in compliance with this Section 5.6.

Public Announcements. The Parties have agreed Except as may otherwise be required by securities Laws and public announcements or disclosures that are, in the reasonable opinion of the party proposing to make an the announcement or disclosure, legally required to be made, there shall be no press release or public communication concerning this Agreement or the Transactions hereby by any Party hereto or its Affiliates except with the prior written consent of Seller (if Buyer or one of its Affiliates is originating such press release or communication) or Buyer (if Seller or one of its Affiliates are originating such press release or communication), in each case which consent shall not be unreasonably withheld, delayed or conditioned. Buyer and Seller will consult in advance on the necessity for, and the timing and content of, any communications to be made to the public and, subject to legal constraints, to the form set out in Schedule 10.4 on and content of any application or report to be made to any Government Entity that relates to this Agreement or the Transactions. Notwithstanding the foregoing, the Parties hereto acknowledge and agree that (a) promptly following the execution and delivery of this Agreement by all of the Parties hereto, each Parent may issue one or more press releases announcing the execution and delivery of this Agreement (provided that, prior to the public dissemination of each such press release, Parent shall provide to Seller a draft of any such press release and an opportunity to provide comments thereon, which comments Parent shall not unreasonably refuse to incorporate into such disclosure), (b) after the date of execution of this Agreement. Subject , each Parent may file with the Securities Exchange Commission (the “SEC”) a Current Report on Form 8-K to disclose this Agreement and include a copy of the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding and this Agreement as an attachment or its subject matter without exhibit to such Form 8-K, and (c) on or after the other Party’s prior written consent, except for any such disclosure that is, in date the opinion financial statements of the disclosing Party’s counsel, Company required to be disclosed by the disclosing Party filed with such Form 8-K (or any of its Affiliates) other report filed by Applicable Law or Parent with the rules of a stock exchange on which the securities of the disclosing Party (or any of its AffiliatesSEC) are listed or admitted available, Parent may file an amendment to trading (or such Form 8-K attaching such financial statements as an exhibit to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableForm 8-K amendment.

Public Announcements. The Parties have agreed to make an announcement in Acquiror shall promptly, but no later than three days following the form set out in Schedule 10.4 on effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. Between the date of execution of this Agreement. Subject to Agreement and the foregoing and Section 10.2.5Closing Date, the Parties have agreed that neither Party Company and the Acquiror shall issue consult with each other in issuing any other press releases or otherwise making public announcement, press release statements or filings and other public disclosure regarding this Agreement or its subject matter without communications with the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (Commission or any of its Affiliates) by Applicable Law regulatory agency or the rules of a stock exchange on which the securities of the disclosing Party (market or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested facility with respect to the omitted portionstransactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law or applicable regulations and/or regulator, including, in the case of the Shareholder, the Hong Kong Stock Exchange, in which case the disclosing party shall provide the other party with prior notice of such public statement, filing or other communication and shall incorporate so far as practicable, into such public statement, filing or other communication the reasonable comments of the other party. Party to repeat After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any information regarding press releases or otherwise making public statements or filings and other communications with the terms of this Agreement Commission or any amendment hereto regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and the Acquiror shall not issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the Acquiror Nominees, which consent shall not be unreasonably withheld or delayed, except that has already been publicly disclosed no prior consent shall be required if such disclosure is required by such Party law or by the other Partyapplicable regulations and/or regulator, in accordance the case of the Shareholder, the Hong Kong Stock Exchange, in which case the Acquiror shall provide the Acquiror Nominees with this Section 10.4; provided that such information remains accurate as prior notice of such time public statement, filing or other communication and provided shall incorporate so far as practicable into such public statement, filing or other communication the frequency and form reasonable comments of such disclosure are reasonablethe Acquiror Nominees.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. (a) Subject to the foregoing Section 5.4(b), Section 5.7 and Section 10.2.55.8, none of the Parties have agreed shall, and the Parties shall procure that neither Party shall none of their respective Representatives shall, issue any press releases or make any public announcement, press release or other public disclosure regarding announcements with respect to this Agreement or its subject matter the transactions contemplated hereby without the other Party’s prior written consentconsent of, except for prior to the Closing, the Company and Bannix or, after the Closing, the Company and the Bannix Sponsor; provided, however, that each Party, the Bannix Sponsor and their respective Representatives may issue or make, as applicable, any such disclosure that ispress release, public announcement or other communication (i) if such press release, public announcement or other communication is required by applicable Law, in which case (A) prior to the opinion of the disclosing Party’s counselClosing, required to be disclosed by the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is Bannix or any of its Affiliates) by Applicable Law or the rules a Representative of a stock exchange Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on which the securities of such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company, a Transferor or a Representative of the Company, reasonably consult with Bannix in connection therewith and provide Bannix with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is the Bannix Sponsor or a Representative of the Bannix Sponsor, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is a Transferor, the Company or a Representative of its Affiliatesthe Company, reasonably consult with Bannix and the Bannix Sponsor in connection therewith and provide Bannix and the Bannix Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (z) are listed if the disclosing Person is Bannix or admitted a Representative of Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to trading review and comment on such press release, public announcement or communication and consider any such comments in good faith, (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submittedii) to make the extent such press release, public announcements or other communications contain only information previously disclosed in a press release, public disclosure, such Party (announcement or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, communication previously made in accordance with this Section 10.4; provided 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that such Bannix and its Representatives may provide general information remains accurate as about the subject matter of such time this Agreement and provided the frequency and form of such disclosure are reasonabletransactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Public Announcements. The Parties have agreed to make an announcement in Until the form set out in Schedule 10.4 on the date Closing, no Party nor any Affiliate or representative of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither such Party shall issue any public announcement, or cause the publication of the initial press release or public announcement or any subsequent press release or public announcement in respect of this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that each Party may make internal announcements to its employees that are consistent with such Party’s prior public disclosure disclosures regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby without such consent; provided, further, that (i) either Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided, further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its subject matter without Affiliates of the press releases attached hereto as Exhibit E or any other Party’s prior written consentdisclosures of the type contained, except for any such disclosure that isor similar to the disclosures, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)such press releases. In the event a Party has approved any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Purchaser’s release from its confidentiality obligations under Section 6.2(a) and the Confidentiality Agreement after the Closing, Purchaser and any of its Affiliates may, without the prior written consent of Seller or any of its Affiliates, but after consultation with the Seller at least twenty-four (24) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far hours in advance as reasonably practicable (if before the Closing and in no event less than [***] including any consultation prior to the anticipated date hereof), disclose the terms and provisions of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement and the transactions contemplated hereby (including the Business, the Financial Statements, the Interim Financial Statements, and the Supplemental Financial Statements, if applicable, and any related financial information and such other information deemed necessary by Purchaser or any amendment hereto that has already been publicly disclosed its Affiliates) in or in connection with (i) offering materials for a Financing, and/or (ii) one or more customary investor presentations or related conference calls by such Party Purchaser and its Affiliates with investors or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableanalysts.

Public Announcements. The Parties have agreed to make an announcement in Each of the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing Company, Guarantor, Parent and Section 10.2.5, the Parties have agreed Merger Sub agrees that neither Party shall issue any no public announcement, press release or other public disclosure regarding this Agreement or its subject matter without announcement concerning the other Party’s prior written consent, except for Transactions (including any such disclosure that is, in the opinion of the disclosing Party’s counsel, communication required to be disclosed filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) shall be issued by any party or its parent company or Subsidiaries without the disclosing Party prior written consent of the Company and Parent (which consent shall not be unreasonably withheld or any of its Affiliates) delayed), except as such release or announcement may be required by Applicable applicable Law or the rules or regulations of a stock any applicable national securities exchange on or Governmental Entity to which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) isrelevant party is subject, in which case the opinion of its counsel, party required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such a public disclosure, such Party (release or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far announcement in advance as reasonably practicable (of such issuance. The Company, Parent and in no event less than [***] Merger Sub agree that the initial press release announcing the execution and delivery of this Agreement shall be a joint press release of, and shall not be issued prior to the anticipated date approval of disclosure each of, the Company, on the one hand, and Parent or such shorter period as required to ensure Guarantor, on the other hand. Notwithstanding the foregoing provisions of this Section 5.06, (i) Guarantor, Parent, the Parent Representatives, the Company and the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not inconsistent with previous press releases or announcements made by Parent and/or the Company in compliance with Applicable Lawthis Section 5.06, (ii) Guarantor, Parent, the Parent Representatives, the Company and the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the permission of the other [***] Certain information in this document has been omitted Company and filed separately with the Securities Parent or Guarantor and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any do not reveal material, non-public information regarding the terms of this Agreement other parties, the Merger or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, Transactions and (iii) the restrictions set forth in accordance with this Section 10.4; provided 5.06 shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Change of Board Recommendation that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableis effected in compliance with Section 5.03.

Public Announcements. The Parties Each Party shall have agreed the right to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any a public announcement, press release or other public disclosure regarding this Agreement or its of the subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosurethis Agreement; provided that, such Party (making such public announcement, press release or its relevant Affiliate) other public disclosure shall submit give reasonable prior advance notice of the proposed disclosure in writing text of such announcement to the other Party for its prior review and approval. Each Party shall provide its comments, if any, within five (5) Business Days after receiving the other Party's proposed announcement for review. If either Party desires to make a subsequent public announcement, press release or other public disclosure concerning the subject matter of this Agreement or any activities hereunder, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, except that in the case of a press release or governmental filing required by applicable Law, the disclosing Party shall provide the other Party with such advance notice as far in advance as it reasonably practicable (can and in no event less than [***] shall use reasonable good faith efforts to consult with the other party prior to the anticipated date issuance of any public announcement, release or disclosure. Each such public disclosure or shall contain appropriate references to the other Party if so requested. A Party commenting on such shorter period as a proposed disclosure shall provide its comments, if any, within five (5) Business Days after receiving the proposed disclosure for review. With respect to any disclosures required to ensure compliance with Applicable by Law) so as to provide a reasonable opportunity to comment thereon. Neither , neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 10.4; provided 11.4. Neither Party shall issue a press release or other public announcement relating to this Agreement without the other Party's prior written consent, except as permitted pursuant to this Section 11.4. Notwithstanding the above, if required by Law or if it is Licensor's customary practice to list the Product on its website, Licensor may disclose on its website that such information remains accurate as the other Party is the exclusive commercial partner of such time Party with respect to the Product and provided may use the frequency other Party's approved name and form logo in conjunction with such disclosure. Except as set forth in the immediately preceding sentence, each Party shall be required to obtain the written approval of such disclosure are reasonablethe other Party (not to be unreasonably withheld or delayed) prior to using the other Party's name, logo or similar identifiers, or to otherwise reference the other Party's Licensed Product in any way, in each case, in any of its marketing materials or on its website. Notwithstanding the foregoing, Licensee hereby acknowledges and agrees that [***].

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that isis in the case of (i) AbbVie, in the reasonable opinion of the disclosing PartyAbbVie’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of Abbvie are listed, or (ii) Ablynx, in the disclosing Party reasonable opinion of the Ablynx’s directors after taking due advice from its counsel, required by Applicable Law or the rules of a stock exchange on which the securities of Ablynx are listed. If (or any of its Affiliatesa) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) AbbVie is, in the reasonable opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its AbbVie’s securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, or (b) Ablynx is, in the reasonable opinion of its directors after taking due advice of its counsel, required by Applicable Law or the rules of a stock exchange on which Ablynx’s securities are listed to make such a public disclosure, then, in each case, such Party (or its relevant Affiliate) shall submit the proposed disclosure, as well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither The Party desiring to make any such public disclosure shall be required consider in good faith any comments provided by the other Party with respect to seek such disclosure. Notwithstanding the permission foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the right to publicly announce, make a press release, or make other public disclosures of the other research, development and commercial Information CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission...]”. Confidential Treatment has been requested AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (including with respect to the omitted portions. Party to repeat any information regulatory matters) regarding the terms Licensed Compound and Licensed Products; provided, that (i) such disclosure is subject to the provisions of this Agreement Sections 9.1 through 9.3 with respect to Ablynx’s Confidential Information, and (ii) AbbVie shall not use the name of Ablynx (or insignia, or any amendment hereto that has already been publicly disclosed by such Party contraction, abbreviation or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableadaptation thereof) without Ablynx’s prior written consent.

Public Announcements. No public announcement or any other disclosure, including under a Confidentiality Disclosure Agreement, to Third Parties concerning the existence of, terms, or subject matter or termination of this Agreement shall be made, either directly or indirectly, by any Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other Party and agreement upon the nature and text of such announcement or disclosure; provided, however, that in the case of disclosures made by Flamel to a bona fide financial analyst for modeling and valuation purposes under a confidentiality agreement, Flamel shall provide GSK advance written notice of such disclosure (as set forth below), but shall not be obligated to obtain GSK's consent. The Parties have agreed Party desiring to make an any such public announcement or other disclosure (including those which are legally required or may be required for recording purposes) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be at least five (5) business days prior to release of such proposed announcement or disclosure, and shall provide the form set out other Party with a written copy thereof, in Schedule 10.4 on order to allow such other Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the date other with respect to all disclosures regarding this Agreement to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Notwithstanding the foregoing, the Parties shall agree upon a press release to announce the execution of this Agreement, substantially in the form attached hereto as Schedule 7.3. Subject Thereafter, Flamel and GSK may each disclose to Third Parties the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, information contained in such press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except need for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed further approval by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)other. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than CONFIDENTIAL TREATMENT REQUESTED [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission]”). Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

Public Announcements. The Each Party agrees that, prior to Closing, the consent (as to both form and content), not to be unreasonably withheld, of the other Parties have agreed shall be obtained prior to make an announcement in issuing any press release or making any public statement with respect to this Agreement or the form set out in Schedule 10.4 on other Transaction Documents or the date of execution of this Agreement. Subject Transactions, except to the foregoing and Section 10.2.5, the Parties have agreed extent that neither Party shall issue any public announcement, such press release or other public disclosure regarding this Agreement or its subject matter without announcement is required in connection with the other Party’s prior written consentAuction, except for the Bid Procedures Order, any such disclosure that is, in the opinion order of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (Bankruptcy Court or any of its Affiliates) by Applicable Law and such prior notice is not practicable given the circumstances giving rise to the requirement to issue such release; provided that Buyer Parent, Buyer, Sellers and Basic Parent shall be permitted to issue a press release or make a public announcement upon the rules execution of this Agreement to announce such execution of this Agreement and will provide the other Parties with a stock exchange on which the securities copy of the disclosing Party (such press release or any public announcement in advance of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make release and provide such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance Parties with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party on the same; provided, further that Buyer Parent shall be required permitted to seek the permission of the other [***] Certain information in this document has been omitted and filed separately issue a public press release and/or file a current, annual or quarterly report with the Securities and Exchange Commission. Confidential Treatment has been requested Commission containing material non-public confidential information of Sellers (including, as applicable, financial and operational information of Sellers and/or with respect to the omitted portionsAssets) that was disclosed to equity investors of Buyer Parent and/or Buyer and their Representatives in connection with the financing of the Transactions if and to the extent required to cleanse such Persons of such material non-public information, and Buyer will provide Sellers with a copy of such press release and/or report in advance of its release and provide Sellers with a reasonable opportunity to comment on the same. Party From and after the Closing, Buyer and Sellers will provide each other a copy of any press release or other public announcement with respect to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by Agreement, the other PartyTransaction Documents or the Transactions that Buyer Parent, Buyer, Basic Parent or a Seller proposes to issue or make in accordance advance of its release and provide the others with this Section 10.4; provided a reasonable opportunity to comment on the same, except to the extent that such information remains accurate as press release or other public announcement is required by any order of the Bankruptcy Court or Applicable Law and such time and provided prior notice is not practicable given the frequency and form of circumstances giving rise to the requirement to issue such disclosure are reasonablerelease.

Public Announcements. The Parties have agreed agree that prior to any Party making any public announcement or statement with respect to the transaction contemplated by this Agreement, such Party shall notify the other Party at least 72 hours prior to disclosure (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of disclosure) and obtain the written approval of the other Party to the text of such announcement or statement, which approval may be withheld for any reason. Nothing contained in this Section shall be construed to require either Party to obtain approval of the other Party or its Affiliates to disclose information with respect to the transaction contemplated by this Agreement to any Governmental Authority and/or the public to the extent required by applicable Law or stock exchange regulation, including in connection with a financing transaction or securities offering undertaken by a Party or such Party’s Affiliates; provided that a Party required to make an announcement such a disclosure shall consult with the other Party at least 72 hours (unless applicable Law requires such disclosure to be made sooner, in which case the form set out disclosing party shall consult with the other Party reasonably in Schedule 10.4 on advance of disclosure) prior to making such disclosure and in no event shall Purchaser use the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue name “Xxxxxxxx” or “Piloncillo” in any public announcement, press release or other public disclosure regarding this Agreement or its subject matter announcement prior to Closing without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)Sellers. In the event a Party has approved or been consulted with respect to any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing party has approved or been consulted with respect to, as applicable, to the extent required by applicable Law or stock exchange regulation to be disclosed to a Governmental Authority or the public. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, Purchaser and any of its Affiliates may, without the prior written consent of Sellers, but after consultation with Sellers at least 24 hours in advance, disclose the terms and provisions of this Agreement and any information regarding this Agreement and the transactions contemplated hereby (including, without limitation, the Assets and any related financial, reserve, production and other information or such other information deemed necessary by Purchaser or its Affiliates, but excluding the Ongoing Confidential Information) in or in connection with (i) offering materials for a public or private offering of securities or other financing transaction of Purchaser or any of its Affiliates, and/or (ii) isone or more customary investor presentations or related conference calls by Purchaser or its Affiliates with investors or analysts. For a period of one year from the date such information is provided, Sellers will treat all material non-public information of Purchaser or its Affiliates provided to Sellers in connection with the opinion immediately preceding sentence as strictly confidential and will not use any such information other than for the purpose of its counselsuch consultation, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or provided that Purchaser has notified Sellers as to which an application for listing or admission information Purchaser considers to trading has been submitted) to make such a be material non-public disclosure, such Party (information of Purchaser or its relevant Affiliate) Affiliates. The Parties agree that the Confidentiality Agreement shall submit terminate and be of no further force and effect at and after the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested Closing, except with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableOngoing Confidential Information.

Public Announcements. The Parties have agreed initial press release concerning this Agreement and the Merger will be a joint press release reasonably acceptable to make an announcement in the form set out in Schedule 10.4 on Company and Parent and will be issued promptly following the date of execution and delivery of this Agreement. Subject to Thereafter, except in connection with the foregoing matters contemplated by ‎Section 6.04, Parent and Section 10.2.5the Company shall consult with each other before issuing any press release, the Parties have agreed that neither Party shall issue making any public announcement, press release or other public disclosure regarding statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or its subject matter without the transactions contemplated hereby (other Party’s prior written consentthan any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally) and, except for in respect of any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to public statement or press release as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before obtaining the rules other party’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, after the issuance of a stock exchange on which its securities are listed the initial press release or admitted to trading (any press release or the making of any public statement with respect to which an application for listing the foregoing consultation procedures have been followed, (a) either party may issue such additional publications or admission to trading has been submitted) to press releases and make such other customary announcements and public statements without consulting with any other party hereto so long as such additional publications, press releases, announcements and public statements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in and as materially consistent with, the initial press release or another press release or public statement with respect to which the other party had been consulted and (b) Parent and its Affiliates may provide information regarding this Agreement and the transactions contemplated hereby to their respective existing or prospective limited partners and other investors on a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing confidential basis to the other Party as far in advance as reasonably practicable (and in no event less than [***] extent such recipients are subject to customary confidentiality obligations prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as receipt of such time and provided the frequency and form of such disclosure are reasonableinformation.

Public Announcements. The Parties have agreed initial press release with respect to make an announcement in the form set out in Schedule 10.4 on the date of execution of this AgreementAgreement shall be a NeoGenomics press release that shall be reasonably agreed upon by the Seller. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither No Party or any Affiliate or Representative of any Party shall issue or cause the publication of any public announcement, press release or public announcement or otherwise communicate with any news media in respect of the Transaction Agreements or the Transactions without the prior written consent of any other public disclosure regarding this Agreement Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as a Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, Affiliates lists or trades securities (in the opinion of the disclosing Party’s counsel, required to be disclosed by which case the disclosing Party will use its reasonable best efforts to (or any of its Affiliatesa) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to advise the other Party as far in advance as reasonably practicable Parties before making such disclosure and (and in no event less than [***] prior to the anticipated date of disclosure or b) provide such shorter period as required to ensure compliance with Applicable Law) so as to provide other Parties a reasonable opportunity to review and comment thereonon such release or announcement and consider in good faith any comments with respect thereto. Neither Party shall be required Notwithstanding the foregoing, the Parties agree to seek develop a mutually agreed upon set of taking points that either party may use with the permission news media or investors without first seeking written consent of the other [***] Certain information party. No Party shall make publicly available any Transaction Agreement (or any portion of any Transaction Agreement) (whether before or after the Closing) without the prior written consent of the other Parties, except as any Party believes in this document has been omitted good faith and filed separately with based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the Securities disclosing Party will use its reasonable best efforts to advise the other Parties before making such disclosure and, upon the request of the other Parties, the Parties will work together in good faith to agree and Exchange Commission. Confidential Treatment has been requested pursue appropriate confidential treatment requests with respect to the omitted portionssuch Transaction Agreements). This Section 13.04 shall not apply to disclosures by a Party to repeat any its Representatives for the purpose of obtaining advice in connection with the Transactions, it being understood that such Representatives will be informed of the confidential nature of the Transactions and Transaction Agreements and will be directed to treat such information regarding as confidential in accordance with the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have agreed to make an announcement in Promptly after the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5Effective Date, the Parties have agreed that neither shall agree upon the content of a joint press release to announce the collaboration and shall coordinate the release promptly thereafter. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consentconsent (which shall not be withheld unreasonably), except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (are listed, or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)is otherwise expressly permitted in accordance with this ARTICLE 9. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party Notwithstanding the foregoing: (a) AbbVie, its Sublicensees and their respective Affiliates shall be required have the right to seek the permission of the other [publicly disclose research, development and ***] * Certain information in this document agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment [***] indicates that text has been requested omitted and is the subject of a confidential treatment request. commercial information (including with respect to regulatory matters) regarding Licensed Antibody and Licensed Products and (b) Licensor and its Affiliates shall have the right to publicly disclose information disclosed in any prior public announcements, press releases, or other public disclosures made in accordance with this ARTICLE 9, provided that such re-disclosure shall not be in the form of a written press release without AbbVie’s prior written consent; provided, in each case that such disclosure is subject to the provisions of this ARTICLE 9 with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable’s Confidential Information.

Public Announcements. The Parties have agreed On or promptly following the date hereof, Purchaser shall issue a press release with respect to make an announcement this Agreement and the Contemplated Transactions and shall (a) consult with Seller at a reasonable time prior to its issuance to allow Seller to comment on such release and (b) consider in the form set out in Schedule 10.4 on good faith any comments timely provided by Seller to such release. From and after the date of execution of this Agreement. Subject to , except as expressly contemplated by this Agreement, none of the foregoing and Section 10.2.5, the Parties have agreed that neither Party parties hereto shall issue any public announcement, press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement, any other Transaction Document or any of the other Contemplated Transactions, without each other party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, may, subject to the terms and conditions of this Agreement (other than the provisions of this Section 5.6), make public disclosure announcements and engage in public communications regarding this Agreement and the Contemplated Transactions to the extent such announcements or its subject matter without the other Party’s communications are entirely consistent with prior written consent, except for any such disclosure that is, in the opinion public disclosures of the disclosing Party’s counsel, required parties to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information Agreement regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, Contemplated Transactions in accordance with this Section 10.45.6. UAV shall not make any statement or announcement to its employees relating to the Contemplated Transactions without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), other than internal announcements to employees or communications with Representatives, in each case on a confidential basis. Notwithstanding the foregoing: (x) each party may provide information about this Agreement and the Contemplated Transactions (i) to a Governmental Entity, Accrediting Body or Education Agency pursuant to any applicable Legal Requirement or Education Law or in response to any inquiries by such Governmental Entity, Accrediting Body or Education Agency in connection with its investigation or review with respect to this Agreement, the Stock Purchase or any of the other Contemplated Transactions, (ii) as otherwise required by or pursuant to any applicable Legal Requirement, Legal Proceeding, Education Law or proceeding before any Education Agency or (iii) as contemplated by this Agreement; provided that and (y) Purchaser may, without the prior consent of the other parties hereto, issue any such information remains accurate press release or make any such public announcement or statement as it deems, based on the advice of such time and provided the frequency and form of such disclosure are reasonablelegal counsel, is required by any applicable securities law or stock exchange rule.

Public Announcements. The Parties have agreed to make an announcement in Except as required by applicable law or regulation, USEC shall not (a) use the form set out in Schedule 10.4 on the date name of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party Consenting Noteholder (or any of its Affiliates) by Applicable Law controlled affiliates, officers, directors, trustees, managers, stockholders, members, employees, partners, representatives or agents other than the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) isNoteholder Advisors, in the opinion of its counsel, required by Applicable Law such capacity) in any press release or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately filing with the Securities and Exchange CommissionCommission without such Consenting Noteholder’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to USEC, the name of any Consenting Noteholder or the principal amount or percentage of Notes held by any Consenting Noteholder or any of its respective subsidiaries or affiliates; provided, however, that USEC shall be permitted to disclose in the Press Release (defined below), the aggregate principal amount of, and aggregate percentage of Notes held by the Consenting Noteholders in the aggregate. Confidential Treatment has been requested with respect USEC shall submit to the omitted portionsNoteholder Advisors all press releases, public filings, public announcements or other written communications with any news media in each case to be made by USEC relating to this Agreement or the transactions contemplated hereby and any amendments thereof for review and potential suggestions, which shall be promptly provided. Party Except as required by applicable law or regulation, or the rules of any applicable stock exchange or regulatory body, or in filings to repeat be made with the Bankruptcy Court, neither USEC nor the Consenting Noteholders shall, nor shall they permit any information regarding the terms of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or any amendment hereto that has already been publicly disclosed by such Party the transactions contemplated hereby or by the other PartyDefinitive Documents; provided, however, that notwithstanding the foregoing USEC shall issue a press release (the “Press Release”) no later than 8:00 a.m. Eastern Time on the second Business Day following the Agreement Effective Date substantially in accordance the form attached hereto as Exhibit C, and shall promptly thereafter file with the SEC a current report on Form 8-K filing the Press Release, this Section 10.4; provided Agreement, and the Term Sheet. Notwithstanding the forgoing, if USEC fails to issue a Press Release in compliance with the previous sentence, any of the Consenting Noteholders may issue a Press Release containing all material information relating to the transactions contemplated hereby. Nothing in this paragraph 15 shall be deemed to waive, amend or modify the terms of any Noteholder Confidentiality Agreement and, for the avoidance of doubt and notwithstanding anything to the contrary herein, the rights and obligations under each Noteholder Confidentiality Agreement (including the disclosure rights and obligations set forth in section 4 of the Noteholder Confidentiality Agreements) shall govern in the event that such information remains accurate a Disclosure Trigger (as of such time and provided defined in the frequency and form of such disclosure are reasonableNoteholder Confidentiality Agreement) occurs or has occurred.

Public Announcements. The Parties have agreed parties agree that GRNQ shall be entitled to make an issue a press release (the “Press Release”) and one or more Form 8-Ks with respect to the announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to Agreement and the foregoing and Section 10.2.5, transactions contemplated hereby (the Parties have agreed “Announcements”); provided that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, unless required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosurerequirements, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to shall such Announcements disclose the anticipated date shareholders of disclosure or GRBV. GRNQ shall prepare the initial draft of any such shorter period as required to ensure compliance Press Release, provide GRBV with Applicable Law) so as to provide a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of GRBV in good faith and use reasonable efforts to resolve any disagreements with GRBV on the contents of such Press Release before it is issued. Neither Party shall be required to seek Other than as provided in the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested preceding sentence with respect to the omitted portions. Party Announcements, the parties agree to repeat consult with each other before issuing any information regarding the terms of press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any amendment hereto press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, both parties shall not issue any such press release or make any such public statement without the prior consent of GRBV (which consent shall not be unreasonably withheld or delayed), GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such press release or public announcement shall disclose the shareholders of GRBV unless required by Applicable Law or stock exchange requirements; provided, however, that has already been publicly disclosed if disclosure is required by such Party or by Applicable Law, both parties shall, to the extent reasonably possible, provide the other Partyparties with prompt notice of such requirements prior to making any disclosure so that such other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, GRNQ shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is consistent with any public statement previously issued or made by GRNQ in accordance with the provisions of this Section 10.4; provided ‎Section 6.3 or that such information remains accurate as are required to be disclosed pursuant to the 1933 Act, the 1934 Act or the requirements of such time and provided the frequency and form of such disclosure are reasonableany national securities exchange.

Public Announcements. The Parties have agreed to make an announcement shall maintain in confidence the form set out in Schedule 10.4 on terms of the date Settlement Documents and the negotiations of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed pertaining thereto. Notwithstanding these obligations, (i) either Party may disclose such terms in discovery as otherwise required by court order, provided that neither the other Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without be given the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required opportunity to be disclosed by the disclosing Party (or any of its Affiliatesa) by Applicable Law or the rules of a stock exchange review and comment on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure reasonably in advance of the disclosure, and (b) quash such order and to obtain a protective order requiring that the information and documents that are the subject of such order be held in confidence by such court; (ii) either Party may disclose such terms on a need-to-know basis to such Party’s actual and prospective investors, prospective acquirers, underwriters and lenders, attorneys, accountants, insurers and FDA consultants, so long as the disclosed-to entity is bound by rules of professional conduct, or has agreed in writing and in advance to maintain the confidentiality of such information under terms no less restrictive than those set forth herein; (iii) Actavis may disclose such terms to the other FDA as may be necessary or useful in obtaining and maintaining Regulatory Approval of the Actavis ANDA and launching the Actavis Product as provided by the Settlement Documents, so long as Actavis requests that the FDA maintain such terms in confidence, and (iv) either Party may disclose such terms as far otherwise required by Law, including without limitation SEC reporting requirements, or by the rules or regulations of any stock exchange to which the Parties are subject; provided that the Parties will coordinate in advance as reasonably practicable (and with each other in no event less than [***] prior to connection with the anticipated date redaction of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission certain provisions of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested Settlement Documents with respect to any SEC filings, and each Party shall use reasonable efforts to seek confidential treatment for such terms; provided, however, that each Party shall ultimately retain control over what information to disclose to the omitted portions. Party to repeat any information regarding the terms of this Agreement SEC or any amendment hereto that has already been publicly disclosed by other such agencies. The foregoing notwithstanding, either Party or by may, without the consent of the other Party, in accordance with issue a press release which states publicly that the Pending Litigation has been settled, that Actavis may launch the Actavis Products on January 1, 2023 (or earlier under certain circumstances) and that the remaining terms are confidential (and such additional information as may be permitted pursuant to remainder of this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable10.5.

Public Announcements. The Parties have agreed to make an announcement in the form press release set out in as Schedule 10.4 11.4, which the Parties will not disclose until August 25, 2016. Other than this press release, neither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the date of execution of this Agreement. Subject to one hand, and Denali and its Affiliates on the foregoing and Section 10.2.5other, the Parties have agreed that neither Party shall issue any public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Partyother’s prior written consentconsent regarding the timing and content, except for any such disclosure that is, in the opinion of the disclosing Partyentity’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) entity are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) entity shall submit the proposed disclosure in writing to Denali (if the other Party entity is Licensor, F-star GmbH, or F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than [***] seven (7) Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party Notwithstanding the foregoing, Denali, its Sublicensees and its and their respective Affiliates shall be required have the right to seek publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of ARTICLE 11 with respect to Licensor’s Confidential Information and Section 11.6 and (b) Denali shall not use the name of Licensor, F-star GmbH, F-star Ltd or its or their respective Affiliates (or insignia, or any contraction, abbreviation or adaptation thereof) in such disclosure without prior written permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableapplicable entity.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 9.4 , the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject Except pursuant to the foregoing and Section 10.2.5procedures set forth below, the Parties have agreed that neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (i) any such disclosure that is, in based on the opinion advice of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted), or (ii) any such disclosure that does not mention the other Party or that portion of the Territory that is allocated to the other Party. In the event that a Party (or any of its Affiliates) is, in based on the opinion advice of its the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, or such disclosure does not mention the other Party or that portion of the Territory that is allocated to the other party, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto thereto that has already been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 10.4; 9.4, provided that such information remains accurate as of such time and provided the frequency and form forms of such disclosure are reasonable. Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***].

Public Announcements. The Parties have agreed to make an announcement in Company shall provide the form set out of any public disclosure (which shall include any disclosure via Intralinks) relating to this Agreement, or, to the extent it contains any direct or indirect reference to any Specified Holder, the Class A Transaction Agreement, the Class C Transaction Agreement and the transactions contemplated by any of the foregoing to each Specified Holder a reasonable period of time prior to the issuance of such public disclosure, and each Specified Holder shall have the right to consent to any such reference in Schedule 10.4 any such disclosure to such Specified Holder (provided that the press release provided to the Specified Holders and to be issued on the date of execution of this Agreement. Subject to hereof is hereby approved by each Specified Holder); provided that the foregoing and Section 10.2.5, consent right shall not apply to disclosure of the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding entirety of this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required terms thereof to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)Class B Holders. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, Except as otherwise required by Applicable Law or the rules of applicable law (including, without limitation, any disclosure contained in a stock exchange registration statement on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make Form S-1, as such a public disclosureForm S-1 may be amended, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested Commission in connection with respect to an Initial Public Offering), each Specified Holder and the omitted portions. Party to repeat Company agree that neither of them will make, issue or release any information public disclosure or statement (which shall include any disclosure via Intralinks) regarding the terms of this Agreement or any amendment hereto the transactions contemplated hereby that has already been publicly disclosed by such Party are inconsistent with or by contain nonpublic information in addition to that contained in public disclosure made pursuant to the first sentence of this paragraph 14 without first consulting with and obtaining the consent of the other Partyparty (such consent not to be unreasonably withheld, in accordance with this Section 10.4; provided that such information remains accurate delayed or conditioned). To the extent disclosure is required by applicable law, the disclosing party will provide as much advance notice to the other party of such time proposed disclosure (including, without limitation, timing and provided the frequency and form of such disclosure are reasonablecontent) as is reasonably practicable.

Public Announcements. The Parties have agreed to make an announcement upon the content of a press release which shall be issued substantially in the form set out in attached hereto as Schedule 10.4 on the date of 10.4, upon execution of this Agreement; thereafter Licensor and AbbVie may each disclose to Third Parties the information contained in such press release without the need for further approval by the other Party. Subject to Except for the foregoing and Section 10.2.5press release attached hereto, the Parties have agreed that neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)listed. In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall be required have the right to seek publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the permission AbbVie Probodies, Discovery PDCs and Licensed Products; provided that if any such research, development or commercial information is materially adverse to the Exploitation of a Discovery Probody, Discovery PDC or a Licensed Product, AbbVie shall submit the other proposed disclosure in writing to Licensor as far in advance as reasonably practicable (and in no event less than [***] Certain information in this document has been omitted prior to the anticipated date of disclosure); and filed separately with further provided, that (a) such disclosure is subject to the Securities and Exchange Commission. Confidential Treatment has been requested provisions of ARTICLE 10 with respect to Licensor’s Confidential Information and (b) AbbVie shall not use the omitted portions. Party to repeat any information regarding the terms name of this Agreement Licensor (or insignia, or any amendment hereto that has already been publicly disclosed by such Party contraction, abbreviation or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableadaptation thereof) without Licensor’s prior written permission.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 15.4, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject Except pursuant to the foregoing and Section 10.2.5procedures set forth below, the Parties have agreed that neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (i) any such disclosure that is, in based on the opinion advice of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted), or (ii) any such disclosure that does not mention the other Party. In the event that a Party (or any of its Affiliates) is, in based on the opinion advice of its the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, or such disclosure does not mention the other Party, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. or any amendment hereto thereto that has already been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 10.4; 15.4, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to make an announcement in existence and the form set out in Schedule 10.4 on the date of execution terms of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Agreement shall be treated by each Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without as the other Party’s prior Confidential Information. XXXXXXX hereby consents to VIVUS issuing the press release appended to this Agreement as Attachment 3 following execution of the Agreement. Otherwise, neither Party shall originate any publicity, news release, public announcements, or public disclosures, written consentor oral, except for whether to the public or press, stockholders or otherwise, relating to this Agreement, including its existence, the subject matter to which it relates, performance under it or any of its terms, save only such announcements that are required to be made by law, regulations, the rules of a securities exchange, or the order of a court or other governmental body of competent jurisdiction or that are otherwise agreed to by the Parties. Such announcements shall be brief and factual. If a Party decides to make such an announcement required by law regulations, court order, or the rules of a securities exchange, or *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. desires to make any other public disclosure relating to this Agreement, it shall give each other Party at least *** (***) Business Days advance notice, where practicable, of the proposed text of the announcement or disclosure so that iseach other Party shall have an opportunity to comment. To the extent that a reviewing Party reasonably requests the deletion of any information in the proposed text, the disclosing Party shall delete such information unless, in the reasonable opinion of the disclosing Party’s legal counsel, such confidential information is legally required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)fully disclosed. In the event Nothing herein shall prevent a Party (or from re-disclosing any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading factual information that has previously been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing disclosed to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Partypublic, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableaccurate.

Public Announcements. (a) The Parties have agreed to make an parties acknowledge that the Company’s initial announcement in of the form set out in Schedule 10.4 on the date of execution of transactions contemplated by this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without Commercial Arrangements and the other Party’s prior written consentTransaction Documents to customers, suppliers, investors, employees, and otherwise (the “Initial Announcement”) and the timing thereof has been agreed by the parties. Other than the transmission of the Initial Announcement at the time mutually agreed upon by the parties, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, as required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or by the rules or requirements of a any stock exchange on which the securities of a party are listed, or except as contemplated in the disclosing Party Commercial Arrangements through the Steering Committee or the Program Managers (as such terms are defined in the Commercial Arrangements), no party shall make, or cause to be made, or permit any of its Affiliatescontrolled Affiliates to make, any press release or public announcement or other similar communications in respect of the Transaction Documents, the Commercial Arrangements or the transactions contemplated thereby without prior consultation and prior written consent (not to be unreasonably withheld, conditioned, or delayed) are listed of the other party, to the extent such release, announcement, or admitted communication relates to trading (the transactions contemplated hereby or to which an application for listing or admission to trading has been submitted). In the event a Party (or by any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in Transaction Documents or Commercial Arrangements. Notwithstanding the foregoing, no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party party shall be required to seek receive the permission consent of the other [***] Certain information in this document has been omitted and filed separately with party to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities and Exchange Commission. Confidential Treatment has been requested Act) to the extent such release, announcement, or communication includes information (i) with respect to the omitted portions. Party transactions contemplated hereby or by any of the other Transaction Documents or the Commercial Arrangements that is consistent with the Initial Announcement, provided that such release, announcement, or communication follows the Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, party in accordance with this Section 10.43.2; provided (iii) that such is required to be disclosed under GAAP (in the disclosing party’s reasonable discretion); (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission or other Governmental Entity to be made by Xxxxxx.xxx, Inc. or the Company in connection with the transactions contemplated by the Transaction Documents or Commercial Arrangements (in the disclosing party’s reasonable discretion). Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents, Commercial Arrangements or any transaction contemplated thereby and contains any information remains accurate as inconsistent with the Initial Announcement or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of such time and provided the frequency and form parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement, such disclosure are reasonableshall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned, or delayed.

Public Announcements. The Parties have agreed Prior to make Closing, unless otherwise required by applicable Law or requirement of any securities exchange (including, without limitation, an announcement in by Buyer of the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject a definitive agreement with Seller without reference to the foregoing and Section 10.2.5purchase price, which announcement shall be provided ahead of time to Seller for comment) (based upon the Parties have agreed that neither reasonable advice of counsel including in house counsel), no Party to this Agreement shall issue make any public announcement, press release or other public disclosure announcements regarding this Agreement or its subject matter the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall cooperate as to the timing and contents of any such announcement; except that (i) with Seller’s approval, which may not be unreasonably withheld, conditioned or delayed, Buyer shall be entitled to make a press release, or otherwise announce the transaction, upon signing the Agreement, which release shall not include any quote from Seller (without Seller’s consent, which notwithstanding the forgoing, may be withheld in its discretion) or disclose the price (unless required by applicable Law) and the portion of the release or announcement related to the transaction shall be made available to Seller for its review as soon as reasonably practicable prior to such disclosure, and (ii) Seller may disclose this Agreement to any lender holding an Encumbrance on any Purchased Asset subject to this Agreement, to any landlord or landlord’s lender in order to comply with Seller’s obligations under this Agreement and to any tenant, subtenant, dealer or customer in order to comply with Seller’s obligations under this Agreement, and Seller or Buyer may disclose the identity of the other party and terms of this Agreement to their respective employees, vendors (including but not limited the credit card processing companies), financing sources, outside counsel or other outside professionals on a need-to-know basis in connection with operating the Business or pursuing consummation of the transactions contemplated by this Agreement. If a disclosure is required by a fuel supplier agreement, applicable Law or securities exchange, the disclosing party shall (except in the case of a disclosure made as part of a Permit application) make reasonable efforts to afford the other party an opportunity to review and comment on the proposed disclosure before the making of such disclosure. After Closing, the Parties and BofA Securities, Inc. shall be permitted, with the other Parties’ prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information announcements regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party the transaction contemplated hereby, including production of standard deal tombstones. Any public announcement shall not include references to material financial information of the Parties, the Buyer’s Affiliates, the Seller Entities or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonabletransaction.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date None of execution Seller or its Controlled Affiliates, either Purchaser or its Controlled Affiliates or any representative of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party any such party shall issue or cause the publication of any public announcement, press release or other public disclosure regarding announcement in respect of this Agreement or its subject matter the Transactions without the other Party’s prior written consentconsent of each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except for (a) as may be required by Legal Requirement or stock exchange rules or as Seller or any such disclosure Affiliate of Amber Purchaser that isis a publicly traded company deems necessary or advisable to comply with its SEC, Euronext or other applicable filing requirements, in which case the opinion of the disclosing Party’s counsel, required party seeking to be disclosed by the disclosing Party (publish such press release or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted public announcement shall use reasonable efforts to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to provide the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide party a reasonable opportunity to comment thereonon such press release or public announcement in advance of such publication; provided that the foregoing will not restrict or prohibit Seller and the Acquired Companies from making any announcement to their employees, customers and other business relations to the extent Seller or any Acquired Company reasonably determines in good faith that such announcement is necessary or advisable, or (b) to the extent the contents of such release or announcement have previously been released publicly by a party or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 12.19. Neither Party shall The parties agree that the initial press release to be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested issued with respect to the omitted portions. Party to repeat any information regarding the terms execution of this Agreement shall be in the form agreed to by Seller and each Purchaser. Notwithstanding the foregoing, neither this Section 12.19 nor Section 6.8 shall restrict (i) any Purchaser or its Affiliates that are investment or private equity firms or Affiliates of investment or private equity firms from disclosing the Closing of the Transactions and key financial information relating thereto on a confidential basis to existing and prospective investors of, and/or other financing sources to, Purchaser or its Affiliates or (ii) Purchaser or any amendment hereto that has already been publicly disclosed by such Party of its Affiliates with respect to any communications with their limited partners or by other equityholders or prospective investors or disclosing information about the other Party, transactions contemplated hereby on its website in accordance with this Section 10.4; provided that such information remains accurate as the ordinary course of such time and provided the frequency and form of such disclosure are reasonablebusiness.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5Unless otherwise required by applicable Law or stock exchange requirements, the Parties have agreed that neither Party parties hereto shall not issue any public announcementreport, statement or press release or otherwise make any other public disclosure regarding statement with respect to this Agreement or its subject matter and the transactions contemplated hereby without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (consultation with and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission approval of the other [***] Certain party; provided, that nothing contained herein shall limit a party’s ability to take action, and to disclose information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect connection therewith, to the omitted portions. Party to repeat any information regarding the terms of exercise such party’s rights under this Agreement or any amendment Transaction Document or otherwise in connection with the transactions contemplated hereby. 5.8 Updates. From and after the date of this Agreement until the Closing Date, the Seller shall promptly notify the Purchaser by written update to the Disclosure Schedule hereto that has already been publicly disclosed by such Party (i) if any representation or warranty made by the other PartySeller in this Agreement was, when made, or has subsequently become, untrue in accordance any material respect, (ii) of the occurrence or non- occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of the Purchaser to effect the transactions contemplated by this Agreement not to be satisfied, or (iii) of the failure of the Seller to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which may reasonably be expected to result in any condition to the obligations of any party hereto to effect the transactions contemplated hereby not to be satisfied (each a “Update”). Any disclosure in any such Update shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 10.46.2(a) have been satisfied; provided provided, however, that, notwithstanding the foregoing, to the extent that such information remains accurate as (i) any Update relates to facts or conditions, or the occurrence of such time and provided the frequency and form of such disclosure are reasonable.any event, arising after the

Public Announcements. The Notwithstanding anything to the contrary contained in this Agreement (but subject to the last sentence of this Section 5.5), except as may be required to comply with the requirements of any applicable Law or the rules and regulations of any stock exchange upon which the securities of one of the Parties (or a parent entity or other Affiliate thereof) is listed, no press release or similar public announcement or communication shall be made by any of the Parties or caused to be made relating to this Agreement or the Transaction unless specifically approved in advance by Buyer; provided, that prior to the Closing, with respect to any press release or similar public announcement by Buyer, Buyer shall provide the Seller Representative with a reasonable opportunity to review and comment on such press release or similar public announcement and Buyer shall consider any such comments from the Seller Representative in good faith. It is acknowledged and agreed that the Buyer and the Sellers have agreed to make an announcement in the form set out of a press release in Schedule 10.4 on respect of the date announcement of the execution of this Agreement. Subject Neither the Buyer nor any of the Sellers shall make any changes to such agreed form press release without the foregoing consent (a) in the case of the Buyer, Seller 1 and Section 10.2.5the Seller Representative and (b) in the case of the Sellers, the Parties Company or TopCo, the Buyer (in each case not to be unreasonably withheld or delayed). Notwithstanding the foregoing, Buyer will have agreed that neither Party the right to approve (such approval not to be unreasonably withheld or delayed) any communication by which any customers or suppliers of any Acquired Company will be informed of the Transaction, and the Sellers and/or the Seller Representative shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for not make any such disclosure that is, communications unless specifically approved in the opinion advance by Buyer. Notwithstanding any of the disclosing Party’s counselforegoing, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party Seller 1 shall be required entitled to seek disclose the permission of Transaction and the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms contents of this Agreement to (i) its Affiliates, (ii) any funds managed and/or advised by its Affiliates and (iii) subject to the consent of the Buyer (not to be unreasonably withheld or delayed and save where such disclosure is required in order to comply with a legally binding obligation) to the investors and limited partners in any amendment hereto that has already been publicly disclosed by such Party or by of the other Partyfunds referred to in (iii) above, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableeach case on a confidential basis.

Public Announcements. The Parties Purchaser and the Company shall reasonably cooperate in order to prepare and publish a joint press release concerning the transactions contemplated hereby upon or promptly following the execution and delivery of this Agreement and the Closing. No other public release or public announcement concerning the transactions contemplated hereby shall be issued by any Party or such Party’s Affiliates or Representatives without the prior consent of the other Parties, except as follows: (a) the Purchaser and the Company may make such disclosure to their respective employees, customers and suppliers as they reasonably deem necessary or desirable; (b) Purchaser may make such disclosure in any documents utilized in connection with its financing for the transactions contemplated hereby, but only after the recipients of such documents have been informed of the confidential nature of the transactions contemplated hereby and such recipients have agreed to maintain the confidentiality of the transactions contemplated hereby; (c) any release or announcement required by applicable Law (including stock exchange rules and regulations), provided the Party required to make an the release or announcement, to the extent practicable, allows the other Party reasonable time to comment on such release or announcement in advance of such issuance; (d) with respect to any Member that is a venture capital or private equity fund, following the form set out in Schedule 10.4 on the date of execution of Closing Date, such Member may issue such press releases or public announcements, and make such other public disclosures related to this Agreement. Subject , in the ordinary course of its business consistent with past practice; (e) the Purchaser may, following the Closing Date, issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the foregoing and Section 10.2.5, ordinary course of its business consistent with past practice; (f) the Parties have agreed that neither Party shall issue any public announcement, may disseminate information included in a press release or other document approved for external distribution by the Parties; and (g) after the Closing and the public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion announcement of the disclosing Party’s counseltransaction, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading Member Representative may publicly announce that it has been submitted). In engaged to serve as the event a Party (or Member Representative in connection with the transaction as long as such announcement does not disclose any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonabletransactions contemplated herein.

Public Announcements. The Parties have Buyer and the Company shall issue an initial joint press release, which shall be mutually agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject upon, with respect to the foregoing and Section 10.2.5transactions contemplated by this Agreement (the “Joint Release”). Thereafter, the Parties have agreed that neither Party shall Company and the Buyer will not, and will cause each of their Affiliates and Representatives not to, issue or cause the publication of any public announcement, press release or other public disclosure regarding announcement with respect to this Agreement or its subject matter the transactions contemplated hereby, without the other Party’s prior written consentconsent of the other party, except for which consent shall not be unreasonably withheld or delayed; provided, however, that a Party may, without the prior consent of the other parties hereto, issue or cause the publication of any such disclosure press release or other public announcement to the extent that issuch party reasonably determines, in the opinion of the disclosing Party’s after consultation with legal counsel, that such action is required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable applicable Law or by the rules of a any applicable self-regulatory organization or any stock exchange on which the securities any stock of the disclosing Party Buyer (or any Affiliate thereof) is listed or traded, in which event (unless prohibited by applicable Laws) such party will use its commercially reasonable efforts to allow the other parties hereto reasonable time to comment on such press release or other public announcement in advance of its Affiliates) are listed issuance or admitted publication, and provided, further, however, that following the Closing the Buyer will not need any consent with respect to trading (a press release or other public announcement. Notwithstanding the foregoing, no Securityholder, and no broker or financial advisor to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law Securityholder or the rules Company, will issue or cause the publication of a stock exchange on which any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby, without the prior written consent of Buyer in its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosuresole discretion, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (except that, each of Apple Tree Partners IV, L.P. and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately Partners Innovation Fund LLC may, with the Securities and Exchange Commission. Confidential Treatment has been requested prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed, issue one press release which (i) contains substantially the same information with respect to the omitted portions. Party to repeat any information regarding the terms of transactions contemplated by this Agreement included in the Joint Release, and (ii) is issued no sooner than the later of (x) eight hours after the issuance of the Joint Release, or any amendment hereto that has already been publicly disclosed by such Party or by (y) 4:00 p.m. (Eastern time) on the other Party, in accordance with this Section 10.4; provided that such information remains accurate as date of such time and provided the frequency and form of such disclosure are reasonableJoint Release.

Public Announcements. The Parties Each of Adient and Yanfeng have agreed to make issued an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, initial press release or other public disclosure regarding the Transactions and Adient has issued a Current Report on Form 8-K under the Securities Exchange Act of 1934 describing the Transactions and filing the Original Agreement and the YFAS Extension (the “Initial Disclosures”); each of Adient and Yanfeng will issue a press release regarding this Agreement or and Adient will issue a Current Report on Form 8-K under the Securities Exchange Act of 1934 describing and filing this Agreement (the “Amendment Disclosures”); provided that Adient and Yanfeng shall have provided each other with a draft of any such press release and a reasonable opportunity to review and comment on such press release prior to its subject matter without issuance (it being understood that each of Adient and Yanfeng shall consider and make a good faith effort to reflect the other Party’s prior written consentcomments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, except for any such disclosure that is, in the opinion none of the disclosing Party’s counsel, required to be disclosed by the disclosing Party Parties (or nor any of its their respective Affiliates) by Applicable Law shall issue any other press release or the rules of a stock exchange on which the securities of the disclosing Party (otherwise make any public statements or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms execution or performance of this Agreement or any amendment hereto that has already been publicly disclosed by such Party to the Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other PartyParties; provided, however, that, notwithstanding anything to the contrary in accordance with this Section 10.4; provided that such information remains accurate as Agreement or the Definitive Agreements, none of such time and provided the frequency and form of Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are reasonablenot inconsistent in tone and substance with the Initial Disclosures and Amendment Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that they have been reviewed and previously approved by all of the Parties.

Public Announcements. The Parties have agreed shall mutually agree on any press release to make an announcement in the form set out in Schedule 10.4 on the date of be issued upon execution of this Agreement; such release may include a high-level description of the royalty and milestone payment obligations of this Agreement. Subject Neither Party shall make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public without the prior written approval of the other Party with regard to the foregoing form, content, and Section 10.2.5precise timing of such announcement, except as may be required to be made by either Party in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld, conditioned or delayed by such other Party. Before any such public announcement, the Parties have agreed Party wishing to make the announcement shall submit a draft of the proposed announcement to the other Party sufficiently in advance of the scheduled disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure, and shall consider all reasonable comments of the other Party regarding such disclosure. (Provided, that neither Party shall issue use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any public announcementpublicity, press promotion, news release or other public disclosure regarding relating to this Agreement or its subject matter without the other Party’s prior written consentmatter, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, as may be required to be disclosed by the disclosing Party (law or any of its Affiliates) required by Applicable Law or the rules of a stock an applicable US national securities exchange on which or except with the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than prior CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] prior ]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. express written permission of such other Party, such permission not to be unreasonably withheld, conditioned or delayed.) Notwithstanding the anticipated date of above, once a public disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither has been made, either Party shall be required free to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect disclose to the omitted portions. Party to repeat Third Parties any information regarding the terms of this Agreement contained in said public disclosure, without further pre-review or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablepre-approval.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution Without limiting any other provision of this Agreement. Subject , Buyer and Seller Parties will consult with each other before issuing, and provide each other the opportunity to the foregoing review and Section 10.2.5comment upon, the Parties have agreed that neither Party shall issue any public announcement, press release or public statement with respect to the terms of this Agreement and will not issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure regarding relating to this Agreement or its subject matter without the prior express written permission of the other Party. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party and may utilize the other Party’s prior written consentname and logo in conjunction with such disclosure. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than MARKED BY [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) so as to provide a reasonable opportunity to comment thereonIS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange CommissionIF PUBLICLY DISCLOSED. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.30

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall No party will issue any public announcement, press release or other public disclosure regarding announcement relating to the subject matter of this Agreement or its subject matter the transactions contemplated hereby without the approval of the Purchaser and the Seller Representative, other Partythan the press release attached hereto as Exhibit D. Notwithstanding the foregoing, Purchaser and Sellers shall be allowed to disclose (a) the fact that the transactions contemplated hereby were consummated and (b) the terms of this Agreement and the terms of the transactions contemplated hereby (i) to representatives and employees of Purchaser and its Affiliates (including from and after the Closing, the Company), (ii) to its and its Affiliates’ investors in connection with summary information about Purchaser’s prior written consentor any of Purchaser’s Affiliates financial condition, except for (iii) to any of Purchaser’s Affiliates, auditors, attorneys, financing sources, potential investors or other agents or any other Person to whom Madison Dearborn Partners, LLC discloses such disclosure that is, information in the opinion ordinary course of business, (iv) following the Closing to any bona fide prospective purchaser of the disclosing Party’s counselequity or assets of Purchaser or its Affiliates, and (v) as required to be disclosed by the disclosing Party (order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation or as part of any SEC filing required to be made by such party or any of its such party’s Affiliates; provided that in the case of disclosures made pursuant to clauses (i) through (iv) of this Section 9.3, the recipient is bound by Applicable Law confidentiality obligations with respect thereto or the rules of a stock exchange on which the securities recipient is informed of the disclosing Party confidential nature of such information; provided further that no disclosure of the Purchase Price shall be made pursuant to clause (v) of this Section 9.3, except as part of any SEC filings required to be made by a party or any of its such party’s Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to unless the other Party as far in advance as reasonably practicable (party is provided with advanced written notice of the disclosure and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance provided with Applicable Law) so as to provide a reasonable opportunity to review and comment thereonon such disclosure. Neither Party Madison Dearborn Partners, LLC shall be required allowed to seek issue general press releases in the permission ordinary course of business so long as the other [***] Certain information same are in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance compliance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to make an announcement by each of GCAC and the Company (the “Signing Press Release”). Promptly after the issuance of the Signing Press Release, GCAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by Federal securities Laws, which the Company shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with the Company reviewing, commenting upon and approving such Signing Filing in any event no later than the form set out in Schedule 10.4 on third (3rd) Business Day after the date of execution of this Agreement). Subject Thereafter, between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law or the requirements of Nasdaq, each of GCAC and the Company shall each use its commercially reasonable efforts to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue consult with each other before issuing any public announcement, press release or other otherwise making any public disclosure regarding statements with respect to this Agreement or its subject matter without Agreement, the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (Merger or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (Transactions, and in no event less than [***] shall not issue any such press release or make any such public statement without the prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission written consent of the other [***] Certain party (such consent not to be unreasonably withheld, conditioned or delayed). GCAC shall, as promptly as practicable after the Closing (but in any event within four (4) Business Days thereafter), issue a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”). Promptly after the issuance of the Closing Press Release, GCAC shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Federal securities Laws. In connection with the preparation of the Signing Press Release, the Signing Filing, the Closing Filing, the Closing Press Release, or any other report, statement, filing notice or application made by or on behalf of a party to any Governmental Authority or other third party in connection with the transactions contemplated hereby, each party shall, upon request by any other party, furnish the parties with all information concerning themselves, their respective directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the Transactions contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a party to any third party and/or any Governmental Authority in connection with the Transactions contemplated hereby. Furthermore, nothing contained in this document has been omitted Section 7.09 shall prevent GCAC or the Company or its respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and filed separately prospective investors that is substantively consistent with the Securities and Exchange Commission. Confidential Treatment has been requested with respect public statements previously consented to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, party in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable7.09.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, No press release or other written public disclosure regarding announcement of the subject matter of this Agreement shall be made by either Party unless (a) prior written consent or its subject matter without approval is obtained from the other Party’s , which consent or approval shall not be unreasonably withheld or (b) as otherwise required by applicable law or regulation. The Parties shall cooperate to develop and implement a communications strategy with respect to written and other communications (including electronic communications) that Seller proposes to its employees regarding the subject matter of this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, either Party may, without the prior written consent, except for any such disclosure that is, in the opinion consent of the disclosing other Party’s counsel, required to be disclosed by (w) issue a press release announcing the disclosing Party (or any execution of its Affiliates) by Applicable Law or the rules of this Agreement and providing a stock exchange on which the securities summary of the disclosing Party transactions contemplated hereby, provided that (or any of its Affiliatesi) are listed or admitted to trading no Confidential Information is disclosed, and (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliatesii) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (is provided a copy of such press release and in no event summary not less than [***] three (3) business days prior to its release and the anticipated date of disclosure or text and other information contained in such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or press release is approved by the other Party, which approval shall not be unreasonably withheld, (x) issue a press release announcing the Closing and providing a summary of the transactions contemplated hereby, provided that (i) no Confidential Information is disclosed, and (ii) the other Party is provided a copy of such press release and summary not less than three (3) business days prior to its release and the text and other information contained in accordance such press release is approved by the other Party, which approval shall not be unreasonably withheld, (y) communicate information that is not Confidential Information with financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable laws and (z) disseminate material substantially similar to material included in any press release or other document previously approved for external distribution by either Party. Notwithstanding the foregoing, Parent may, without the prior written consent of Seller, provide its shareholders and creditors with a general description of this Section 10.4Agreement, the Rehabilitation Business and any related transactions; provided however, neither Parent nor Seller may disclose any Confidential Information about the Rehabilitation Business, Seller or any of Seller's Affiliates that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableis owned by Seller or that is included in this Agreement.

Public Announcements. The Parties have agreed agree that at all times no Party hereto shall issue or make, and each Party shall cause its Affiliates and representatives not to issue or make, any press releases or public announcements with respect to this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Legal Requirement or the rules or regulations of any applicable United States securities exchange or other Governmental Entity to which the relevant party is subject or submits, in which case the Party required to make an the release or announcement shall use its commercially reasonable efforts to allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. Each Party hereto will also obtain the form set out in Schedule 10.4 on prior written approval by the date other Party hereto of execution any press release to be issued announcing the consummation of the transactions contemplated by this Agreement. Subject to For the avoidance of doubt, the foregoing shall not prevent: (a) disclosures by Parent or the Stockholder Representative or the Company’s material stockholders (i) to their members, holders of its equity securities, limited partners and Section 10.2.5Affiliates and (ii) in connection with any private equity, investment or similar fundraising activities by the Parties have agreed that neither direct or indirect, holders of their equity securities or Affiliates, in each case so long as the recipients of such disclosure are bound by customary confidentiality obligations; (b) disclosures by a Party shall issue any public announcementto its respective legal counsel, press release accountants, financial advisors or other public disclosure regarding advisors providing legal, tax, accounting, estate planning or investment advice; (c) customary post-closing tombstone announcements that do not include price or other transaction terms; and (d) disclosures as are required to comply with the obligations under this Agreement or its subject matter without any of the other Party’s Transaction Documents. Without the prior written consentconsent of Parent not to be unreasonably withheld, except for between the date hereof and the Closing Date, the Company shall not, and shall cause each of its Subsidiaries to not, make any such disclosure that isbroad-based announcements or disclosures regarding the transactions contemplated hereby to any customers, in the opinion suppliers or other business partners of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (Company or any of its Affiliates) by Applicable Law Subsidiaries without the prior written consent of Parent not to be unreasonably withheld, conditioned or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonabledelayed.

Public Announcements. The Parties have Within 24 hours after the execution of the Agreement, Buyer will issue a press release regarding the Agreement and Contemplated Transactions in a form mutually agreed to between the Company, the Sellers’ Representative and Buyer. Without the consent of the other, which consent will not be unreasonably withheld, delayed or conditioned, none of Sellers’ Representative, Sellers, nor any of its controlled affiliates, the Company, Buyer nor MergerSub will issue or make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject prior to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue Closing any public announcement, press release or other public disclosure regarding announcement with respect to this Agreement or its subject matter without the other Party’s prior written consentContemplated Transactions, except for any as such disclosure that is, in the opinion of the disclosing Party’s counsel, required to release or announcement may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules or regulations of a stock any applicable national securities exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission the relevant party is subject (including filings pursuant to trading has been submitted) Section 7.01), in which case the party required to make such the release or announcement shall use its reasonable best efforts to afford, for a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] reasonable period prior to the anticipated date making of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide disclosure, a reasonable opportunity to review and comment thereonupon the intended form and substance of such disclosure. Neither Party shall be required to seek Notwithstanding the permission foregoing provisions of this Section 7.02, (i) Sellers, Sellers’ Representative, the other [***] Certain Company and Buyer may make public releases or announcements concerning this Agreement or the Contemplated Transactions that contain only information in this document that is not materially inconsistent with information that has been omitted and filed separately previously disclosed in compliance with the Securities and Exchange Commission. Confidential Treatment has been requested this Section 7.02, (ii) Buyer may file a Current Report on Form 8-K with respect to the omitted portions. Party Contemplated Transactions and Buyer and the Company may make communications to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or its respective employees and may make public statements in response to specific questions by the other Partypress, analysts, investors or those attending industry conferences or financial analyst conference calls, in accordance all cases so long as any such disclosure is not materially inconsistent with previous disclosure made in compliance with this Section 10.47.02. No public disclosure of the identities of the Sellers will be made by the Company or Buyer or any of their respective Subsidiaries prior to, at or after the Closing, without the consent of the Sellers’ Representative, except to the extent required by Applicable Law or the rules or regulations of any applicable national securities exchange to which the relevant party is subject; provided that provided, however, the party required to make any such information remains accurate as disclosure will have afforded the Sellers’ Representative, for a reasonable period prior to the making of such time disclosure, a reasonable opportunity to review and provided comment upon the frequency intended form and form substance of such disclosure are reasonabledisclosure.

Public Announcements. The Parties have agreed to make an announcement in existence and the form set out in Schedule 10.4 on the date of execution terms of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Agreement shall be treated by each Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without as the other Party’s prior Confidential Information. The Parties hereby consent to issuance of the joint press release appended to the Patent Assignment Agreement between SELTEN and VIVUS as Attachment 3 thereto, following execution of the Agreement. Otherwise, neither Party shall originate any publicity, news release, public announcements, or *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. public disclosures, written consentor oral, except for whether to the public or press, stockholders or otherwise, relating to this Agreement, including its existence, the subject matter to which it relates, performance under it or any of its terms, save only such announcements that are required to be made by law, regulations, the rules of a securities exchange, or the order of a court or other governmental body of competent jurisdiction or that are otherwise agreed to by the Parties. The Parties shall use commercially reasonable efforts to keep such announcements brief and factual. If a Party decides to make such an announcement required by law, regulations, court order, or the rules of a securities exchange, or desires to make any other public disclosure relating to this Agreement, it shall give each other Party at least *** business days advance notice, where practicable, of the proposed text of the announcement or disclosure so that iseach other Party shall have an opportunity to comment. To the extent that a reviewing Party reasonably requests the deletion of any information in the proposed text, the disclosing Party shall delete such information unless, in the reasonable opinion of the disclosing Party’s legal counsel, such confidential information is legally required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)fully disclosed. In the event Nothing herein shall prevent a Party (or from re-disclosing any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading factual information that has previously been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing disclosed to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Partypublic, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableaccurate.

Public Announcements. The Parties have initial press release relating to this Agreement shall be a joint press release mutually agreed to make an announcement and issued by the Company and Parent. Except in connection with the form set out matters contemplated by ‎‎Section 6.04 or in Schedule 10.4 on connection with any dispute between the date of execution of parties regarding this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party Merger or the other transactions contemplated hereby, Parent and the Company (a) shall issue consult with each other before issuing any public announcementfurther press release, having any communication with the press release (whether or not for attribution) or making any other public disclosure regarding statement (including any announcement to officers or employees of the Company or its Subsidiaries), or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or its subject matter without the transactions contemplated hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally and in a manner consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other Party’s prior written consent, party)) and (b) except for in respect of any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to public statement or press release as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules any listing agreement with or rule of a stock any national securities exchange on which its securities are listed or admitted to trading association (or to which an application for listing or admission to trading has been submitted) to make provided, in such a public disclosurecase, such Party party has given advance notice (or its relevant Affiliateand an opportunity to review and comment to the extent practicable) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to party), shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the anticipated date foregoing, after the issuance of disclosure any press release or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission making of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested any public statement with respect to which the omitted portions. Party to repeat foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other party had consented (or been consulted) in accordance with the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable‎‎Section 8.03.

Public Announcements. The Parties have agreed Buyer and Seller shall consult with each other with respect to make an announcement in their respective initial press releases concerning this Agreement and the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing transactions contemplated hereby and Section 10.2.5, the Parties have agreed that neither Party shall not issue any public announcement, such press release or otherwise make any public announcement concerning this Agreement and the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed). Following such initial press release, Buyer and Seller shall consult with each other before issuing any additional press release, making any other public disclosure regarding statement or scheduling any press conference, conference call or meeting with investors or analysts or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or its subject matter without the other Party’s prior written consenttransactions contemplated hereby (each, an “Announcement”) and, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference, conference call or meeting before such consultation and, to the rules extent commercially practicable and permitted by Applicable Law, shall consult with each other, and reasonably in advance provide copies of a stock exchange on which its securities are listed any such press release, statement or admitted to trading agreement (or to which an application any scripts for listing or admission to trading has been submittedany conference calls) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far party and shall consider in advance as reasonably practicable (and in no event less than [***] prior to good faith the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission comments of the other [***] Certain information party; provided that the restrictions set forth in this document has been omitted and filed separately with ‎Section 5.07 shall not apply to any Announcement (a) that does not disclose any non-public information regarding this Agreement or the Securities and Exchange Commission. Confidential Treatment has been requested transactions contemplated hereby beyond the scope of any previously agreed Announcement with respect to which the omitted portions. Party to repeat other party had been consulted or (b) in connection with any information dispute between the parties regarding the terms of this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, Veritas Capital Fund Management, L.L.C. and any amendment hereto of its Affiliates that has already been publicly disclosed by are private equity funds (as such Party term is commonly understood in the private equity industry), or by a manager or general partner of any such private equity fund, may provide, on a confidential basis, general information regarding this Agreement and the other Partytransactions contemplated hereby to existing or prospective general and limited partners, equity holders, members, managers and investors in accordance connection with this Section 10.4; provided that fundraising, marketing, informational or reporting activities so long as such recipients are obligated to keep such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableconfidential.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any public announcement, press release or make any public announcement or otherwise publicly disseminate information relating to the subject matter of this Agreement before or after the Closing without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that (i) either Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, including in the case of the Buyer in connection with a Financing, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its subject matter without Affiliates of the press releases attached hereto as Exhibit G or any other Party’s prior written consentdisclosures of the type contained, except for any such disclosure that isor similar to the disclosures, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted)such press releases. In the event a Party has approved or been consulted with respect to any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved or been consulted with respect to, as applicable. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Buyer’s release from its confidentiality obligations under Section 11(a) and the Confidentiality Agreement after the Closing, the Buyer and any of its Affiliates may, without the prior written consent of the Seller or any of its Affiliates) is, in but after consultation with the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far Seller at least 24 hours in advance as reasonably practicable (if before the Closing and in no event less than [***] including any consultation prior to the anticipated date hereof), disclose the terms and provisions of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted Agreement and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or and the transactions contemplated hereby (including the Business Assets, the Combined Financial Statements, if applicable, and the Supplemental Combined Financial Statements and any amendment hereto that has already been publicly disclosed by related financial information and such Party or other information deemed necessary by the other PartyBuyer or its Affiliates) in or in connection with (i) offering materials for a Financing, in accordance and/or (ii) one or more customary investor presentations or related conference calls by the Buyer and its Affiliates with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.investors or analysts. [signature pages follow]

Public Announcements. Quintiles and IMS Health shall reasonably consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release, Financing Disclosure or other public statements with respect to this Agreement, the Merger and the other transactions contemplated hereby and shall not issue any such press release, Financing Disclosure or make any public announcement prior to such consultation and review, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system. The Parties have agreed to make an announcement in initial press release of the form set out in Schedule 10.4 on parties announcing the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party Agreement shall issue any public announcement, be a joint press release or other public disclosure regarding this Agreement or its subject matter without of IMS Health and Quintiles in a form that is mutually agreed. Notwithstanding the other Party’s prior written consentforegoing, except for (a) any such disclosure that ispress release, in the opinion of the disclosing Party’s counsel, required to Financing Disclosure or public statement as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the rules of a stock exchange on which party making the release or statement has used its securities are listed or admitted reasonable best efforts to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to consult with the other Party as far in advance as reasonably practicable party, (and in no event less than [***] prior to b) the anticipated date first sentence of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party this Section 5.16 shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested not apply with respect to a Quintiles Adverse Recommendation Change (or any responses thereto) or an IMS Health Adverse Recommendation Change (or any responses thereto), (c) the omitted portions. Party to repeat any information regarding the terms first sentence of this Section 5.16 shall not apply to any disclosure of information concerning this Agreement or in connection with any amendment hereto dispute between the parties regarding this Agreement, (d) the first sentence of this Section 5.16 shall not apply in respect of any such content that has already been publicly disclosed by such Party or previously consented to by the other Partyparty, in accordance with or otherwise exempted from this Section 10.4; provided that 5.16, to the extent replicated in whole or in part in any subsequent press release or other announcement, and (e) the first sentence of this Section 5.16 shall not apply to any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such information remains accurate as of such time and provided the frequency and form of such disclosure statements are reasonable.not inconsistent with previous press releases, public disclosures or public statements made jointly by

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit (a) the proposed disclosure in writing to the other Party as far in advance as reasonably [****] practicable (and in no event less than [****] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable [****] opportunity to comment thereonthereon and (b) the expected time and place the disclosure will be made; provided that if such required disclosure includes a disclosure of this Agreement or the License Agreement, the disclosing Party shall also submit a redacted form of the applicable agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the United States) in connection with such disclosure. The disclosing Party shall consider [****] any comments received from the other Party with respect to such disclosure. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or the License Agreement or any amendment hereto or thereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.44.5; provided that such information remains accurate as of such time of publication and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed At all times at or before the Closing, no party hereto shall issue or make any reports, statements or releases to make an announcement in the form set out in Schedule 10.4 on public with respect to this Agreement or the date transactions contemplated hereby without the consent of the other, which consent shall not be unreasonably withheld; provided, however, that the parties acknowledge and agree that upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall Seller will issue any public announcement, a press release or other public disclosure regarding that has prior written approval of Purchaser announcing such execution, and will file a Form 8-K and a Proxy Statement with the SEC in connection therewith, and if required by applicable Law, at least one of such filings will attach a copy of this Agreement as an exhibit thereto (provided however, that if the attachment of this Agreement is so required, then Seller will use its best efforts to obtain confidential treatment from the SEC with respect to any proprietary information, trade secrets and other appropriate information contained in this Agreement). If either party is unable to obtain the approval of its public report, statement or its subject matter without release from the other Party’s prior written consentparty and such report, except for any such disclosure that statement or release is, in the opinion of the disclosing Party’s counsel, required legal counsel to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counselsuch party, required by Applicable Law in order to discharge such party’s disclosure obligations, then such party may make or issue the rules of a stock exchange on which its securities are listed legally required report, statement or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to release and promptly furnish the other Party as far in advance as reasonably practicable (and in no event less than [***] party with a copy thereof. Seller will obtain Purchaser’s prior written approval of any press release to be issued immediately following the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms execution of this Agreement or and the Closing announcing the consummation of the transactions contemplated by this Agreement, which approval shall not be unreasonably withheld. Purchaser will obtain Seller’s prior written approval of any amendment hereto that has already been publicly disclosed press release to be issued immediately following the execution of this Agreement and the Closing announcing the consummation of the transactions contemplated by such Party or by the other Partythis Agreement, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablewhich approval shall not be unreasonably withheld.

Public Announcements. The Parties have agreed Except as may be expressly permitted under Section 9.03 or required by applicable Laws and subject to the final three sentences of this Section 9.04, neither Party will make an any public announcement of any information regarding this Agreement or the terms hereof, the Licensed Product in the form set out in Schedule 10.4 on Field or any Development or Commercialization activities conducted under this Agreement (the date "Public Announcement Matters") without the prior written approval of execution of this Agreement. Subject to the foregoing and Section 10.2.5other Party, the Parties have agreed which approval shall not be conditioned, delayed, refused or withheld unreasonably; provided however, that neither Party shall issue be prevented from complying with any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such duty of disclosure that is, in the opinion of the disclosing Party’s counsel, required it may have pursuant to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law applicable Laws or the rules of a any recognized stock exchange on which so long as the securities Disclosing Party provides the other Party at least five (5) Business Days prior written notice of such disclosure to the disclosing Party (or any of its Affiliates) are listed or admitted extent practicable and only discloses information to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, extent required by Applicable Law applicable Laws or the rules of any recognized stock exchange. Once any statement is approved for disclosure by the Parties or information is otherwise made public in accordance with the preceding sentence, either Party may make a stock exchange on which subsequent public disclosure of the contents of such statement without further approval of the other Party. Notwithstanding anything herein to the contrary, MYLAN may inform its securities customers, suppliers and business contacts of the licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or are listed or admitted regarding any Licensed Product in the Field, MYLAN shall refer to trading (or the fact that it has licensed the Licensed Product(s) from THERAVANCE, and THERAVANCE shall refer to which an application for listing or admission to trading the fact that it has been submittedlicensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make such a public disclosuredisclosure concerning Public Announcement Matters. Notwithstanding the foregoing, such Party (or its relevant Affiliate) but subject to Sections 2.07 and 2.08, respectively, THERAVANCE shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall not be required to seek obtain the permission prior written approval of MYLAN for any public announcement relating to TD-4208 or Licensed Product in connection with or related to use or intended use in China or outside the other [***] Certain information in this document has been omitted and filed separately with Field; provided that such announcement would not reasonably be expected to have a material adverse impact on the Securities and Exchange Commission. Confidential Treatment has been requested Parties activities with respect to the omitted portions. Party to repeat any information regarding Licensed Product in the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableField hereunder.

Public Announcements. The Parties have agreed (a) Except as required by Applicable Law, the Exchange Act, Xxxxxxxx Act or any other U.S. securities Applicable Laws or other disclosure required by the Commission or other Governmental Entity to make an announcement be made by Amazon or the Company in connection with the form set out in Schedule 10.4 on the date of execution of transactions contemplated by this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (rules or requirements of any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (a party are listed, no party shall make, or cause to be made, or permit any of its AffiliatesAffiliates to make, any public disclosure in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) are listed of the other party, to the extent such public disclosure relates to the transactions contemplated hereby or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or by any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law other Transaction Documents. The parties agree that neither party shall issue a press releases or a portion thereof with respect to the entry into this Agreement or the rules grant of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosurethe Warrant. Notwithstanding the foregoing, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party party shall be required to seek receive the permission consent of the other [***] Certain information in this document has been omitted and filed separately with party to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities and Exchange Commission. Confidential Treatment has been requested with respect Act) to the omitted portions. Party to repeat any information regarding extent such release, announcement or communication includes information, (i) that is in a Form 6-K (which shall not include a press release) filed on the terms date hereof announcing the execution of this Agreement Agreement, the Warrant, and the fourth amendment of the Master Purchase Agreement, (ii) that is consistent with releases, announcements or any amendment hereto that has already been publicly disclosed by such Party or other communications previously consented to by the other Party, party in accordance with this Section 10.43.2, (iii) that is required to be disclosed under GAAP; provided or (iv) that such has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information remains accurate as inconsistent with the Initial Press Release or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of such time and provided the frequency and form parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure are reasonableshall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed.

Public Announcements. The Except as may otherwise be required by law or regulation, neither Party shall make any public announcement concerning this Agreement or the subject matter hereof without the prior consent of the other Party, such consent not to be unreasonably withheld. If this Agreement is determined to be material to the business of Incyte (or ELITRA) so that its disclosure is required by law or regulation, ELITRA (or Incyte) shall have the right to review and comment of the text of the disclosure prior to its release to the public. Notwithstanding the foregoing, the Parties have agreed agree to make an announcement issue a joint press release in substantially the form set out in Schedule 10.4 on attached hereto as EXHIBIT H (the date of "JOINT PRESS RELEASE") announcing the execution of this Agreement. Subject Agreement within thirty (30) days of the Effective Date (as mutually agreed by the Parties) and to coordinate and cooperate with each other, to the foregoing and Section 10.2.5extent commercially reasonable, to obtain maximum benefit to the Parties have agreed that with respect to the marketing of the transactions contemplated hereby. The Parties agree to consult with each other reasonably and in good faith with respect to the timing of such press release, and neither Party shall issue any public announcement, other press release or other public disclosure statement regarding this Agreement or its the subject matter hereof that is in any manner inconsistent with the Joint Press Release without the prior written consent of the other Party, provided that either Party may issue such press releases as it determines, based on the written advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure. In addition, following the issuance of the Joint Press Release, either Party shall be free to disclose, without the other Party’s 's prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing consent and to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to extent consistent with the anticipated date Joint Press Release, the existence of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek this Agreement, the permission identity of the other [***] Certain information in this document has been omitted party and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the those terms of this the Agreement or any amendment hereto that has which have already been publicly disclosed by such Party or by in the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableJoint Press Release.

Public Announcements. The Parties have agreed to make an announcement in the form press releases set out in as Schedule 10.4 on 12.4 shall be the date of execution of press release announcing the transaction contemplated by this Agreement. Subject to Other than the foregoing and Section 10.2.5relevant press release, the Parties have agreed that neither Party shall issue any public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] ([***]) Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Notwithstanding anything to the contrary herein, (i) following initial press release announcing this Agreement, each Party shall be required free to seek disclose, without the permission other Party’s prior written consent, the existence of this Agreement, and those terms of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has which have already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as herewith, and (ii) in respect of a particular Licensed Target, Silence may disclose the identity of such time Licensed Target and its stage of Development, provided always that in respect of the frequency Global Licensed Target and form of the corresponding Global Licensed Compounds and Global Licensed Products, subject to Xxxxxx’s prior written consent (such disclosure are reasonableconsent not to be unreasonably withheld, delayed or conditioned). Except as expressly set forth to the contrary in the foregoing or this Agreement, Silence shall not disclose Xxxxxx’s name in relation to a Licensed Target and the corresponding Licensed Compounds and Licensed Products without Xxxxxx’s prior written consent (such consent not to be unreasonably withheld, delayed, or conditioned).

Public Announcements. The Parties have agreed to make an announcement in Except as provided for herein, CBooks, CLBI and the form set out in Schedule 10.4 on Shareholders shall not from and after the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5hereof make, the Parties have agreed that neither Party shall issue or release any public announcement, press release release, statement or other public disclosure regarding this Agreement acknowledgment of the existence of, or its subject matter reveal publicly the terms, (including without limitation, the amount of the Cash Consideration) conditions and status of, the transactions provided for herein (including any written communication to employees, customers or the trade) without the other Party’s prior written consentconsent of the other parties as to the content and time of release of and the media in which such statement or announcement is to be made; provided, except for any such disclosure however, that is, in the opinion case of the disclosing Party’s counselannouncements, required to be disclosed by the disclosing Party (statements, acknowledgments or revelations that any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, party is in the opinion of its counsel, counsel required by Applicable Law law to make, issue or release, the rules making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the party so required to do so by law shall not constitute a stock exchange on which its securities are listed or admitted breach of this Agreement if such party shall have given, to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosurethe extent reasonably possible, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing not less than one calendar day prior notice to the other Party as far in advance as reasonably practicable (party, and in no event less than [***] prior shall have attempted, to the anticipated date extent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other party. Each party hereto agrees that it will not unreasonably withhold any such consent or clearance. CLBI and the Shareholders acknowledge that CBooks intends to issue press release at or shortly after the Time of disclosure or Closing and CLBI and the Shareholders agree that they will promptly review such shorter period as required release and consent to ensure compliance with Applicable Law) so as to provide its release within a reasonable opportunity to comment thereontime period provided that content is reasonable. Neither Party shall be required to seek Notwithstanding the permission of foregoing, the other [***] Certain information in this document has been omitted limitations, restrictions and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms covenants of this Agreement Section 5.2 shall apply following the Closing solely to public announcements, press releases, statements or any amendment hereto that has already been publicly disclosed by such Party or by acknowledgments concerning the other Party, in accordance with material economic terms and provisions of this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have Subject to the further provisions of -------------------- this Section 10.06, Parties, neither Party shall originate any written publicity, news release or public announcement, whether to the public or press, concerning this Agreement, including the subject matter to which it relates, performance under it or any of its terms, or any amendment hereto save only such announcements that are required by law to be made or that are otherwise agreed by the Parties. Such announcements shall be factual and as brief as possible. In addition, each Party agrees to submit to the other Party, for review and written approval any question and answer sheet or similar materials ("Q & A") prior to using such materials as the basis for oral disclosures, which oral disclosures must, in any event, be consistent in content with the information contained in approved written materials. Routine references to this Agreement and the arrangements hereunder shall be allowed in the usual course of business, subject to approved Q & A. Once information has been approved for disclosure as part of an approved Q & A under this Section 10.06, either party may use such approved information in communications with Third Parties. If a Party decides to make an announcement required by law, it will give the other Party at least [*]advance notice, where possible, of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests that any information in the form set out in Schedule 10.4 on materials proposed to be disclosed be deleted, the date disclosing Party shall request confidential treatment of execution such information pursuant to Rule 406 of this Agreement. Subject the Securities Act of 1933 or Rule 25b-2 of the Securities Exchange Act of 1934, as applicable (or any other applicable regulation relating to the foregoing and Section 10.2.5confidential treatment of information) so that there be omitted from the materials that are publicly filed any information that the receiving Party reasonably requests to be deleted, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, unless in the opinion of the disclosing Party’s counsel, 's legal counsel such Confidential Information is legally required to be disclosed fully disclosed. Notwithstanding the foregoing, publications regarding Commercialization Activities or needed to effectively Commercialize the Collaboration Product may be made by ORTHO even if ERGO does not approve, provided ORTHO can demonstrate such publication is necessary to successfully market the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than Product.[***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.]

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release, which shall be issued substantially in the form set out in form(s) attached hereto as Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.510.5, the release of which the Parties have agreed that neither shall coordinate in order to accomplish such release promptly following the Effective Date. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in consistent with the opinion advice of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in consistent with the opinion advice of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure unless a shorter timeframe is required by Applicable Law or such shorter period as required to ensure compliance with Applicable Lawthe circumstances) so as to provide a reasonable opportunity to comment thereon; provided that if such required disclosure includes a disclosure of this Agreement, then the disclosing Party shall also submit a redacted form of this Agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the U.S.) in connection with such disclosure. The disclosing Party shall incorporate any reasonable comments received from the other Party with respect to such disclosure. Notwithstanding the foregoing, from and after the Continuation Date, Gilead and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the IL-12 Molecules and IL-12 Products; provided that such disclosure is subject to the other provisions of this Article 10 with respect to Xxxxx’s Confidential Information. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; 10.5, provided that such information remains current and accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed Prior to make an the Closing, no public announcement in regarding this Agreement or the form set out in Schedule 10.4 on pendency of the date transaction contemplated hereby shall be made by Seller, Buyer or any of execution their respective Affiliates. Notwithstanding the forgoing, Buyer acknowledges and agrees that Seller is permitted to disclose the existence of this Agreement, the pendency of the transactions contemplated hereby and the financial terms of the transactions contemplated hereby in tronc, Inc.’s Form 10-K for the year ended December 31, 2017, provided however, such disclosure shall not include the disclosure of Buyer’s identity. Subject Following the Closing, Buyer will be entitled to make a public announcement of the completion of the transactions contemplated hereby including, if Buyer chooses to do so, the financial terms of the transactions contemplated hereby and Buyer may freely disclose information with respect to the foregoing nature and Section 10.2.5future prospects of the Business at such time(s) and in such manner, as Buyer or its Affiliates shall determine in their sole and absolute discretion; provided, however, that Buyer shall not disclose the Parties have agreed historical operations of the Business without the prior written consent of Seller (which shall not be unreasonably withheld). Following the Closing, Buyer acknowledges that neither Party shall issue any public announcementtronc, press release Inc. will disclose the completion of the transactions contemplated hereby on a Form 8-K which will be filed with the SEC and include a copy of this Agreement as an exhibit thereto and contain certain pro forma or other financial information (including applicable pro forma adjustments) related to the Business (as required by applicable SEC rules and regulations); provided, however, that Seller will afford Buyer a reasonable opportunity to comment on such Form 8-K in advance of its actual filing with the SEC provided that the final form and content of such Form 8-K shall be as finally determined by Seller and tronc, Inc. (in their sole and absolute discretion). Following the Closing, except as provided above, Seller will make no other public announcement or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, transactions contemplated hereby except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, as (a) required to be disclosed do so by the disclosing Party (or any of its Affiliates) by Applicable applicable Law or and the rules and regulations of a NASDAQ stock exchange on which market, (b) in connection with customary investor and analyst calls where questions or 33 inquiries concerning the securities of the disclosing Party transactions contemplated hereby are raised by such investors or analysts, (or any of its Affiliatesc) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to internal announcements to Seller’s or Seller’s Affiliate’s employees, and (d) with respect to disclosures made by Seller and Seller’s Affiliates to potential sources of financing (including the omitted portionscurrent lenders of Seller and Seller’s Affiliates) and applicable credit rating agencies. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.5.7

Public Announcements. On the Execution Date, the Parties may issue one or more press releases, the timing and content of which shall be mutually agreed. Any announcements or similar publicity with respect to the execution of this Agreement shall be agreed upon between the Parties in advance of such announcement. The Parties understand that this Agreement is likely to be of significant interest to investors, analysts and others, and that the Parties therefore may make such public announcements with respect thereto, subject to the remainder of this Section 13.8. The Parties agree that any such announcement will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by law or regulation, the Parties will use commercially reasonable efforts to minimize such disclosure and obtain confidential treatment for any such information which is disclosed to a governmental agency or group; provided that Ligand shall have agreed the right to make disclose the financial terms contained in this Agreement, including the milestones and royalty rates, without the agreement in advance of GSK. Each Party agrees to provide to the other Party a copy of any public announcement as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any press release at least five (5) days prior to the scheduled disclosure. Each Party shall have the right to expeditiously review and recommend changes to any announcement in regarding this Agreement or the form set out in Schedule 10.4 on the date of execution subject matter of this Agreement. Subject to the foregoing and Section 10.2.5Except as otherwise required by law, the Parties have agreed that neither Party whose press release has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any such announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Furthermore, each Party shall issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to give the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately review all filings with the United States Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought. Neither Party hereto shall use the name, trademarks, logos, physical likeness, employee names or owner symbol of the other Party for any amendment hereto that has already been publicly disclosed by such Party promotional, advertising, marketing or by commercial activities without the prior written consent of the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.. EXECUTION VERSION

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, No press release or other written public disclosure regarding announcement of the subject matter of this Agreement shall be made by either Seller or its the Buyer Parties unless (a) prior written consent or approval is obtained from the other, which consent or approval shall not be unreasonably withheld or (b) as otherwise required by applicable law or regulation. The Parties shall cooperate to develop and implement a communications strategy with respect to written and other communications (including electronic communications) that Seller proposes to the Company's employees regarding the subject matter of this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, either Seller or Buyer Parties may, without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the disclosing Party’s counselother, required to be disclosed by (w) issue a press release announcing the disclosing Party (or any execution of its Affiliates) by Applicable Law or the rules of this Agreement and providing a stock exchange on which the securities summary of the disclosing Party transactions contemplated hereby, provided that (or any of its Affiliatesi) are listed or admitted to trading no Confidential Information is disclosed, and (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliatesii) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (is provided a copy of such press release and in no event summary not less than [***] three (3) business days prior to its release and the anticipated date of disclosure or text and other information contained in such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or press release is approved by the other Party, which approval shall not be unreasonably withheld, (x) issue a press release announcing the Closing and providing a summary of the transactions contemplated hereby, provided that (i) no Confidential Information is disclosed, and (ii) the other Party is provided a copy of such press release and summary not less than three (3) business days prior to its release and the text and other information contained in accordance such press release is approved by the other Party, which approval shall not be unreasonably withheld, (y) communicate information that is not Confidential Information with financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable laws and (z) disseminate material substantially similar to material included in any press release or other document previously approved for external distribution by either Seller or Buyer Parties. Notwithstanding the foregoing, Parent may, without the prior written consent of Seller, provide its shareholders and creditors with a general description of this Section 10.4Agreement, the Company's rehabilitation business and any related transactions; provided however, neither Parent nor Seller may disclose any Confidential Information about the Company's rehabilitation business, the Company, the Seller, any of Seller's other Affiliates or that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableis included in this Agreement.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 9.5 (Press Release), the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***†] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall be required have the right to seek the permission of the other [***] Certain publicly disclose research, development and commercial information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested (including with respect to the omitted portions. Party to repeat any information regulatory matters) regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4Licensed Compound and Licensed Products; provided that such information remains accurate as of such time and provided the frequency and form of (a) such disclosure are reasonableis subject to the provisions of ARTICLE 9 (Confidentiality and Non-Disclosure) and Section 9.7 (Return of Confidential Information) with respect to Licensor’s Confidential Information and (b) AbbVie shall not use the name of Licensor (or insignia, or any contraction, abbreviation or adaptation thereof) without Licensor’s prior written permission.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, No press release or other public announcement or public disclosure regarding having or containing any reference, either directly or by implication, to this Agreement or its subject matter without the other Party’s prior written consenttransactions contemplated by this Agreement shall be made or used by Seller or Buyer, except for any such disclosure that is, in unless the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has same first shall have been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure approved in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date by an authorized officer of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, except for such disclosure as may be required by applicable laws or rules and regulation of any governmental agency or stock exchange having jurisdiction over the Parties or their respective Affiliates. This prohibition specifically includes, but is not limited to, any public release (either through print or broadcast news media), articles prepared for internal or external publication, technical papers and discussions with journalists. Without limiting the foregoing, Buyer agrees to the fullest extent possible to withhold, redact or otherwise not disclose the names of the Seller to this Agreement, including, without limitation, the parties listed on Schedule I, in accordance any press release, announcement, or disclosure. In furtherance of (and not in limitation of) the foregoing, if either Party is required to make a press release or other public announcement or disclosure respecting this Agreement or the transactions contemplated hereby (as contemplated by clause (a) above) or if either Party wishes to make a non-required press release or other public announcement or disclosure (whether contemplated by clause (b) above or otherwise), such Party will provide the other Party with this Section 10.4; provided a draft of such press release or other public announcement or disclosure for review at least one (1) Business Day prior to the time that such information remains accurate as press release or other public announcement or disclosure is to be made. The Parties will attempt in good faith to expeditiously reach agreement on such press release or other public announcement or disclosure and the contents thereof. Failure by such other Party to provide comments back to the disclosing Party within one (1) Business Day of receipt of the draft release or announcement or disclosure will be deemed consent to the issuance of such time press release or other public announcement or disclosure and provided the frequency and form of such disclosure are reasonablecontents thereof.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 on the date of Upon execution of this Agreement. Subject , no party shall make, or allow any Affiliate, agent, or representative thereof to the foregoing and Section 10.2.5make, the Parties have agreed that neither Party shall issue any public announcement, press release or other public disclosure announcements regarding this Agreement or its subject matter the Ancillary Agreements or the transactions contemplated hereby or thereby, including, without limitation, any announcement to the financial community or to any Governmental Authorities, Employees, customers, suppliers, or the general public, without the other Party’s prior written consent, except for any such disclosure that is, in the opinion approval of the disclosing Party’s counselother party as to the content, timing, and manner of presentation or publication thereof, which approval shall not be unreasonably withheld; provided, however, that each party may make such announcements and such other disclosures as such party shall determine are required to be disclosed made by applicable Law. The parties acknowledge that an Affiliate of Buyer is subject to the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities reporting requirements of the disclosing Party Securities Exchange Act of 1934, as amended, under an indenture relating to outstanding debt securities. The Parties acknowledge that (or any i) an Affiliate of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall Buyer may be required to seek disclose the permission existence and terms of this Agreement and the other [***] Certain transactions contemplated hereby and information regarding the Business in this document has been omitted and filed separately reports that such Affiliate files with the Securities and Exchange Commission. Confidential Treatment has Commission ("SEC") in order to comply with its obligations under an indenture relating to outstanding debt securities, (ii) Buyer and its Affiliates will issue a press release and file a current report on Form 8-K with the SEC in forms that have been requested with respect reviewed by Sellers to announce the omitted portions. Party to repeat any information regarding the terms execution and delivery of this Agreement Agreement, (iii) Buyer and its Affiliates will issue a press release and file a current report on Form 8-K with the SEC to announce the closing of the transactions contemplated by this Agreement, (iv) Buyer and its Affiliates are required to provide Pizza Hut, Inc., Yum! Brands, Inc. and Wendy's with copies of all such reports for review prior to filing, (v) Buyer may cause memoranda of leases and subleases covering the Owned Real Property and Leased Real Property to be recorded in the local county or any amendment hereto that has already been publicly disclosed by applicable authority's recording or real estate recording office where each such Party or by the other Partyproperty is located, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable(vi) Buyer may be required to make disclosures to its financing sources.

Public Announcements. (a) The Parties have agreed to make an announcement in the form set out in Schedule 10.4 shall agree on the date content and form of the expected press release from each Party and shall coordinate to the extent reasonably practicable, the timing of the initial press releases in order to accomplish the same promptly upon execution and delivery of this Agreement. Subject The initial press releases of the Parties are attached hereto as Exhibit 0. Except to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, extent already disclosed in a press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that isas may be required, in the opinion good faith discretion of the disclosing such Party’s counsel, by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or stock exchange or quotation system rule without first obtaining the approval of the other Party and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to be disclosed made by the disclosing Party (law, judicial order or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which or quotation system rule, the securities of the disclosing Party (making such press release or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) announcement shall submit the proposed disclosure in writing provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure or such shorter period as time when the same is required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereonbe made. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, Party in accordance with this Section 10.40; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release that shall be issued substantially in the form set out attached hereto as Schedule 6.7, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party Neither CureTech nor any of its Affiliates shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other PartyMedivation’s prior written consent, except for any such disclosure that is, in and to the opinion of the disclosing Party’s counsel, extent required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In regulations; provided, that in the event a Party (or any of its Affiliates) CureTech is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) CureTech shall submit the proposed disclosure in writing to the other Party Medivation as far in advance as reasonably practicable (and in no event and, where possible, not less than [***] three Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon, and CureTech shall accept all reasonable comments thereto by Medivation. Notwithstanding the foregoing, Medivation, its Affiliates and its and their respective Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Molecules or Licensed Products; provided, however, such disclosure is subject to the provisions of this Article 6 with respect to CureTech’s Confidential Information. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 10.4; 6.7, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed agree to announce the sale and purchase of the Shares pursuant to this Agreement by making the public announcement(s) attached hereto, Appendix 3, in connection with the Purchaser’s announcement of the Offer, Appendix 2. Such announcements will be made by the opening of trading on NASDAQ Stockholm on the first day after the date hereof. Save for the foregoing announcement, the Seller agrees to keep this Agreement, including the terms and conditions hereof and matters dealt with herein, in strict confidence and agrees not to make an announcement or issue any statement or commentary in respect of any matter dealt with herein or related hereto. Notwithstanding the form set out in Schedule 10.4 on foregoing, if the date of execution of Seller is required, as advised by legal counsel, to disclose this Agreement. Subject , or any terms and conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a court order or subpoena or pursuant to applicable laws, rules and regulations (including stock exchange rules in Sweden and the United States), it shall, to the foregoing and Section 10.2.5extent permitted by such requirement, advise the Parties have agreed that neither Party shall issue Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any public announcement, press release third party or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (statement or its relevant Affiliate) commentary, and shall submit Conditional Purchase Agreement Xenella Holding AB 5 consult with the proposed disclosure in writing Purchaser as to the other Party content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the content and/or timing of such disclosure, statement or commentary. If the Seller is required, as far in advance as reasonably practicable (and in no event less than [***] prior advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the anticipated date extent to which it is so required, but shall not disclose any other term or condition hereof or make or issue any statement or commentary in respect of disclosure any other matter dealt with herein or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablerelated hereto.

Public Announcements. The Parties have agreed to make an announcement upon the content of one (1) or more press releases which shall be issued substantially in the form set out form(s) attached hereto as Schedule 10.4, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement, the Penn Sublicense Agreement or its their respective subject matter matters without the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [****] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. In addition, in the event REGENX is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to publicly file this Agreement or the Penn Sublicense Agreement, REGENX shall submit its proposed redactions to this Agreement or the Penn Sublicense Agreement, as applicable, in writing to PARTNER as far in advance as reasonably practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. REGENX shall incorporate all comments of PARTNER with respect thereto except to the extent inconsistent with Applicable Law, and shall use reasonable efforts to obtain confidential treatment for the terms of this Agreement or the Penn Sublicense Agreement, as applicable, so redacted. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement, the Penn Sublicense Agreement or any amendment hereto or thereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency context and form of such disclosure are reasonablethe same as the previously approved context and form.

Public Announcements. The Parties have initial press release relating to this Agreement shall be a joint press release mutually agreed to make an announcement and issued by the Company and Parent. Except in connection with the form set out matters contemplated by Section 6.04 or in Schedule 10.4 on connection with any dispute between the date of execution of parties regarding this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party Merger or the other transactions contemplated hereby, Parent and the Company (a) shall issue consult with each other before issuing any public announcementfurther press release, having any communication with the press release (whether or not for attribution) or making any other public disclosure regarding statement (including any announcement to officers or employees of the Company or its Subsidiaries), or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or its subject matter without the transactions contemplated hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally and in a manner consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other Party’s prior written consent, party)) and (b) except for in respect of any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to public statement or press release as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules any listing agreement with or rule of a stock any national securities exchange on which its securities are listed or admitted to trading association (or to which an application for listing or admission to trading has been submitted) to make provided, in such a public disclosurecase, such Party party has given advance notice (or its relevant Affiliateand an opportunity to review and comment to the extent practicable) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to party), shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the anticipated date foregoing, after the issuance of disclosure any press release or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission making of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested any public statement with respect to which the omitted portions. Party to repeat foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other party had consented (or been consulted) in accordance with the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable8.03.

Public Announcements. The Parties have agreed to make an announcement in the form set out in Schedule 10.4 Neither F-star, on the date of execution of this Agreement. Subject to one hand, nor Gamma and its Affiliates on the foregoing and Section 10.2.5other, the Parties have agreed that neither Party shall issue any public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Partyother’s prior written consentconsent regarding the timing and content, except for any such disclosure that is, in the opinion of the disclosing Partyentity’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) entity are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). Prior to the expiration of the Buy-out Period, any such public announcement, press release, or other public disclosure regarding this Agreement shall also require Denali’s prior written consent, and after expiration of the Buy-out Period if Denali has not exercised the Buy-out Option, then any such public announcement, press release, or other public disclosure regarding this Agreement shall require Denali’s prior written consent if the subject matter is regarding the Denali License Agreement. In the event a Party (or any of its Affiliates) an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) entity shall submit the proposed disclosure in writing to the other Party Gamma or F-star as far in advance as reasonably practicable (and in no event less than [***] seven (7) Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party Notwithstanding the foregoing, Gamma, its Sublicensees and its and their respective Affiliates shall be required have the right to seek the permission of the other [***] Certain publicly disclose research, development and commercial information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested (including with respect to the omitted portions. Party to repeat any information regulatory matters) regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other PartymAb2 and Licensed Products; provided, in accordance with this Section 10.4; provided that such information remains accurate as disclosure is subject to the provisions of such time ARTICLE 9 with respect to F-star’s Confidential Information and provided the frequency and form of such disclosure are reasonableSection 9.5.

Public Announcements. The Parties have agreed to make an announcement upon the content of one (1) or more press releases which shall be issued substantially in the form set out form(s) attached hereto as Schedule 7.5, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly Confidential Treatment Requested by F-star Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. upon execution of this Agreement. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AstraZeneca and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compound and Licensed Products; provided such disclosure is subject to the provisions of ARTICLE 7 with respect to Licensor’s Confidential Information. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.4; 9.5, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The On the Execution Date, the Parties have agreed shall issue one or more press releases, the timing and content of which shall be mutually agreed. Any announcements or similar publicity with respect to make an announcement in the form set out in Schedule 10.4 on the date of execution of this AgreementAgreement shall be agreed upon between the Parties in advance of such announcement. Subject The Parties understand that this Agreement is likely to be of significant interest to investors, analysts and others, and that the Parties therefore may make such public announcements with respect thereto, subject to the foregoing and remainder of this Section 10.2.514.9. The Parties agree that any such announcement will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by law or regulation, the Parties have agreed that neither Party shall issue any public announcement, press release or other public will use commercially reasonable efforts to minimize such disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except and obtain confidential treatment for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required information which is disclosed to be disclosed by the disclosing a governmental agency or group. Each Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted agrees to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing provide to the other Party a copy of any public announcement as far in advance soon as reasonably practicable (and in no event less than under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any press release at least [***] prior to the anticipated date scheduled disclosure. Each Party shall have the right to expeditiously review and recommend changes to any announcement regarding this Agreement or the subject matter of disclosure this Agreement. Except as otherwise required by law, the Party whose press release has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any such announcement or such shorter period as required to ensure compliance with Applicable Law) so as to provide similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Furthermore, each Party shall give the other Party a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately review all filings with the United States Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought. Neither Party hereto shall use the name, trademarks, logos, physical likeness, employee names or owner symbol of the other Party for any amendment hereto that has already been publicly disclosed by such Party promotional, advertising, marketing or by commercial activities without the prior written consent of the other Party, in accordance with this except to the extent required for Tularik to perform its obligations under Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable6.3.

Public Announcements. (a) The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Exhibit 11.6(a), and the release of which the Parties will coordinate in Schedule 10.4 on order to accomplish the date of same promptly upon execution and delivery of this Agreement. Subject Except to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, extent already disclosed in a press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to as may be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or the rules of a stock exchange on or quotation system rule without first obtaining the approval of the other Party and agreement upon the nature, text and timing of such announcement, which its securities are listed approval and agreement shall not be unreasonably withheld or admitted to trading (or to which an application for listing or admission to trading has been submitted) delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a public disclosure, such Party (or its relevant Affiliate) shall submit written copy of the proposed disclosure announcement in writing reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement prior to public release. In the case of press releases or other public communications required to be made by Applicable Law, judicial order or stock exchange or quotation system rule, the Party making such press release or public announcement shall provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure or such shorter period as time when the same is required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereonbe made. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with this Section 10.411.6(a); provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties Buyer may issue a press release regarding the Acquisition, this Agreement and the Transaction Documents immediately (but in no event later than thirty (30) days) following the Closing Date, the substance of such announcement to be subject to reasonable changes by Seller; provided however, that Buyer shall have agreed final approval with respect to any such press release, other than with respect to statements attributable to Seller. Seller may not make an any public announcement in the form set out in Schedule 10.4 on the date of execution of with respect to this Agreement, the Acquisition or the Transaction Documents without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Subject to the foregoing preceding sentences, and Section 10.2.5except as otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as confidential the Parties have agreed that neither Party shall issue any public announcementexistence of, press release or other public disclosure regarding and terms and conditions of, this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure Transaction Documents. Seller acknowledges that is, in the opinion of the disclosing Party’s counsel, Buyer will be required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or under the rules of a stock exchange on which and regulations (the securities of the disclosing Party (or any of its Affiliates“SEC Rules”) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required promulgated by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange CommissionCommission (the “SEC”) to file this Agreement and one or more of the Transaction Documents with the SEC within four days of the Effective Date. Confidential Treatment has been requested with respect Buyer agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, among other things, would require a filing of the entire document to be mailed to the omitted portionsSEC one day prior to the required filing). Party Seller and Buyer agree to repeat any information regarding the terms work together in redacting such provisions of this Agreement, the Purchase Agreement and the other Transaction Documents prior to the date that they are required to be filed with the SEC. [*]. Notwithstanding the foregoing, Seller acknowledges that the filing is ultimately Buyer’s disclosure requirement. Buyer can make no assurances that any of such provisions will not ultimately be required to be filed in the event such request for confidential treatment is reviewed by the SEC, and Seller agrees that Buyer will not be in violation of any provisions of this Agreement, the Xxxxxx Supply Agreement or any amendment hereto that has already been publicly disclosed by other Transaction Document to the extent it is required to file such Party or provisions by the other Party, in accordance with this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableSEC.

Public Announcements. The Parties have agreed to make an announcement upon the content of a joint press release which shall be issued substantially in the form set out attached hereto as Schedule 15.4, the release of which the Parties shall coordinate in Schedule 10.4 on the date of order to accomplish such release promptly upon execution of this Agreement. Subject Except pursuant to the foregoing and Section 10.2.5procedures set forth below, the Parties have agreed that neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (i) any such disclosure that is, in based on the opinion advice of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted), or (ii) any such disclosure that does not mention the other Party. In the event that a Party (or any of its Affiliates) is, in based on the opinion advice of its the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, or such disclosure does not mention the other Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. 151 Party, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Lawdisclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to repeat any information regarding the terms of this Agreement or any amendment hereto thereto that has already been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 10.4; 15.4, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed to make an announcement Parent and Acquiror agree that the press release announcing the execution and delivery of this Agreement and the Transactions will be in the form set out attached as Exhibit D and the investor presentation to be utilized by Acquiror with respect to the Transactions (together with such press release, the “Transaction Announcements”) will be in Schedule 10.4 on the date form attached as Exhibit D. The Parties further agree that the Acquiror investor presentation to be made in connection with the announcement of the Transactions will be in substantially the form included in Exhibit D and that both the initial press release and the investor presentation concerning the Transactions will be filed by Acquiror as exhibits to a Form 8-K filing promptly after the execution of this Agreement. Subject to From the foregoing date hereof through the Closing, and without limiting the effect of Section 10.2.54.13, the Parties have agreed that neither Party shall issue Parent nor Acquiror will publish any public announcementpress releases, press release or publish any other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for statements (including to securities analysts) that contradicts any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested Transaction Announcement with respect to this Agreement, the omitted portions. Party Other Transaction Agreements and the Transactions (or the portion thereof relating to repeat any information regarding this Agreement, the terms Other Transaction Agreements and the Transactions) without the prior approval of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, such approval not to be unreasonably withheld, conditioned or delayed, except as such Party determines in accordance good faith may be required by Law in connection with this actions taken pursuant to Section 10.4; provided that such information remains accurate 4.10 hereof or by obligations pursuant to any listing agreement with any national securities exchange. Except as Parent determines in good faith to be required by Law, in the event Parent elects to pursue the Exchange Offer, Parent will not publish any press release or publish any other public statement announcing the terms of such time and provided the frequency and form Exchange Offer prior to the commencement of such disclosure are reasonablethe Exchange Offer.

Public Announcements. No press release or public announcement related to this Agreement or the transactions contemplated herein shall be issued or made by any Purchaser or its Affiliates without the prior written approval of the Company, unless required by applicable law or any listing agreement with or rule of any national securities exchange in which case the Company shall have the right to review and reasonably comment on such press release or announcement prior to issuance, distribution or publication, and such Purchaser or its Affiliates, as applicable, will consider such comments in good faith. The Parties have agreed Company may not issue or make one or more press releases related to make this Agreement or the transactions contemplated herein without the prior written consent of the Purchasers, which prior written consent shall be deemed to be given by the Purchasers for the press release attached as an announcement exhibit to the Form 8-K in the form set out in Schedule 10.4 forth on the date of execution of this AgreementExhibit E hereto. Subject to the foregoing and Section 10.2.5, the Parties have agreed that neither Party shall issue any public announcement, press release The Company may not file or other public disclosure regarding furnish this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately Transaction Agreement with the Securities SEC without the prior written consent of the Purchasers, unless required, on the advice of external legal counsel, by applicable law or any listing agreement with or rule of any national securities exchange in which case the Purchasers shall have the right to review and Exchange Commission. Confidential Treatment has been requested reasonably comment on such filing or furnishing prior to its filing or furnishing with respect the SEC, and the Company will consider such comments in good faith; provided, further, that the Purchasers hereby acknowledge and consent to the omitted portions. Party to repeat filing of this Agreement and any information regarding the terms other Transaction Agreement (and any description of this Agreement or any amendment other Transaction Agreement) with the SEC on Form 8-K in the form set forth on Exhibit E hereto that has already been publicly disclosed by such Party after the Closing and with the name and title of the officer signing for each Purchaser redacted, and in any other filing or by periodic report where the filing (or description) of this Agreement or any other PartyTransaction Agreement is (i) required, on the advice of external legal counsel, under the Securities Act or Exchange Act and its respective rules and regulations and (ii) is described in accordance with this Section 10.4; provided that such information remains accurate substantially the same way as the Form 8-K set forth on Exhibit E hereto and includes the same copy of such time the Agreement and provided other Transaction Agreements as filed on the frequency and form of such disclosure are reasonable.Form 8-K.

Public Announcements. The Parties have agreed Each party will consult with each other party before issuing, and provide each other the opportunity to review and comment upon, any press release or other written public statements which address in any manner the Interest Purchase and other transactions contemplated by this Agreement, and shall not issue any such press release or make any such written public statement prior to such consultation, except as may be required by applicable Law or the rules and regulations of any securities exchange, in which case the party required to make an such release or announcement shall use its commercially reasonable efforts to allow the other party reasonable time to comment on such release or announcement in advance of such issuance. If either party desires to issue a press release with respect to the form set out in Schedule 10.4 on Interest Purchase and other transactions contemplated by this Agreement, such party shall, at least three (3) Business Days prior to the issuance of the same, deliver a copy of the proposed press release to the other party for its review, comment and approval. If no objection or comments are provided by the other party within such period, consent to the press release shall be deemed to have been given. Once a party has received consent (or deemed consent) to issuance of the press release, such party shall have the right to issue and re-issue the content of such press release without obtaining further consent of the other party. In addition, either party may release information concerning the transactions contemplated hereby at any time after the date of execution of this Agreement. Subject , (i) to comply with any applicable Laws, including pursuant to governmental regulations and statutes as required by law for publicly traded entities or pursuant to an order by a court of competent jurisdiction and (ii) to the foregoing and Section 10.2.5extent, in the Parties have agreed that neither Party shall issue good faith judgment of Buyer’s or Seller Parties’ counsel, accountants, or advisors, as applicable, such disclosure is required or reasonably advisable to be disclosed (including in any public announcementregistration statement, other disclosure document, press release or other public disclosure regarding this Agreement or its subject matter without the other Partyannouncement) in connection with such party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliatesaffiliates’) by Applicable Law quarterly earnings results, earnings guidance or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) iscapital raising and other fund-raising activities; provided, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosurehowever, such Party (or its relevant Affiliate) disclosing party shall submit the proposed disclosure in writing to give the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide party a reasonable opportunity to review and comment thereonon such disclosure. Neither Party Notwithstanding the foregoing, nothing herein shall be required limit the right of (i) the indirect investor in Buyer to seek publicly disclose the permission of the other [***] Certain information in this document has been omitted and filed separately transaction consistent with the Securities and Exchange Commission. Confidential Treatment manner such indirect investor has been requested with respect disclosed transactions prior to the omitted portionsdate hereof, or (ii) the Cabot Fund to disclose the transactions contemplated by this Agreement to its investors. Party to repeat any information regarding the terms The provisions of this Agreement Section shall survive the Closing or any amendment hereto that has already been publicly disclosed by such Party or by the other Party, in accordance with earlier termination of this Section 10.4; provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have agreed initial press release regarding this Agreement and the transactions contemplated hereby shall be a joint press release mutually agreeable to make an announcement the Buyer and the Sellers, in their sole discretion, and between the date hereof and Closing the Buyer shall not, without the prior approval of the Sellers, and the Sellers shall not, without the prior approval of the Buyer (and in the form set out in Schedule 10.4 on the date case of execution of this Agreement. Subject to the foregoing and Section 10.2.5disclosure by Management Seller, the Parties have agreed that neither Party shall Fortress Sellers, and in the case of disclosure by the Fortress Sellers, the Management Seller) issue any public announcementreport, statement or press release or other otherwise make any public disclosure regarding statement with respect to this Agreement or its subject matter without and the other Party’s prior written consenttransactions contemplated hereby, except for any such disclosure that isto the extent required by Law (including relevant stock exchange rules), in which case the opinion of the disclosing Party’s counsel, party required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosuredisclosure shall discuss the contents of the disclosure with, such Party and provide the Fortress Sellers (if disclosure is made by the Management Seller or its relevant Affiliatethe Buyer), the Management Seller (if disclosure is made by the Fortress Sellers or the Buyer) shall submit and the proposed Buyer (if disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance is made by any Seller), with Applicable Law) so as to provide a reasonable opportunity to comment thereonon such disclosure before issuing any such report, statement or press release or otherwise making any such public statement. Neither Party Notwithstanding the foregoing, nothing herein shall prohibit (a) the Sellers or the Buyer from making public statements with respect to this Agreement that are consistent with prior disclosures made by the parties and approved in accordance with the foregoing, so long as, with respect to any such written statement, the party making such public statement consults the other and provides the other with a reasonable opportunity to review and comment on any such written statement, or (b) Buyer from making any public disclosure to the extent Buyer determines it to be required or advisable in connection with any capital raising transaction by Buyer (including, without limitation, capital raising transactions in the public markets), provided that prior to seek Closing, Buyer shall provide the permission of the other [***] Certain information in this document has been omitted Sellers with a reasonable opportunity to provide input and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested commentary with respect to the omitted portionscontent of such disclosure. Party Sellers acknowledge that Guarantor intends to repeat any information regarding prepare and file a Form 8-K with the terms of United States Securities and Exchange Commission (i) promptly following the date hereof concerning the transactions contemplated by this Agreement or and attaching the form of Agreement as an exhibit to such filing, and (ii) promptly following the Closing concerning the consummation of the transactions contemplated by this Agreement (the “Closing Form 8-K”); provided, that, the Guarantor shall provide the Sellers with a reasonable opportunity to provide input and commentary with respect to the content of such Closing Form 8-K and any amendment hereto that has already been publicly disclosed by such Party or by associated press release. Notwithstanding anything to the other Party, contrary in accordance with this Section 10.4; 6.2, the Management Seller shall not unreasonably withhold, condition or delay any consent, approval, input or commentary to be given or provided that such information remains accurate as by it under this Section 6.2. For the avoidance of such time and provided doubt, this Section 6.2 shall not survive the frequency and form filing of such disclosure are reasonable.the Closing Form 8-K.