Common use of Public Disclosure Clause in Contracts

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party Parent and the Company shall issue a mutually agree on the initial press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure releases with respect to the specific stage execution of development this Agreement. Thereafter, so long as this Agreement is in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor any of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party their respective Affiliates, shall submit issue any press release or public disclosure requiring other announcement with respect to the Merger, the other Party’s approval to transactions contemplated by this Agreement or this Agreement without the prior consent of the other Party, and the receiving Party shall have three party (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or is reasonably likely to constitute, a Company Superior Proposal or any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of any listing authority (including the UKLA), rule the UK Panel on Takeovers and Mergers or regulationany securities exchange, neither Party without the prior consent of each of the other parties hereto, which consent shall issue not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or make other document previously approved for external distribution by the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, (i) no party will be required to consult with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve party in connection with any such press release or public disclosure, which approval announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not be unreasonably withheld. If apply to any disclosure by the receiving Party does not respond in writing within such three (3) business day periodCompany or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required by lawCompany Superior Proposal, rule (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or regulationmay constitute, including in a filing with Parent Superior Proposal, or (C) any dispute between the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qparties regarding this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party the Company nor Parent, nor any of their respective Affiliates, shall issue a or cause the publication of any press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly announcement with respect to this Agreement, each shall not require advance approval; and provided, further, that, with the Merger or the other transactions contemplated by this Agreement without the prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents consent of the report provided to Medarex by Celldex pursuant to Section 4.10. Each other Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company 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 any such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Except Notwithstanding anything herein to the contrary, each Party agrees that, except as otherwise may be required by lawto comply with the requirements of any applicable Laws and the rules and regulations of each stock exchange upon which the securities of such Party is listed, rule or regulationif any, neither Party shall issue a no press release or make any other similar public disclosure announcement or communication shall be made of or concerning the execution or performance of this Agreement or the terms hereof without other Transaction Documents unless the prior written approval Parties shall have consulted in advance with respect thereto. Notwithstanding anything to contrary herein, (a) upon the request of either Seller or Purchaser, upon the other Party execution of such this Agreement and upon the Closing, the Seller and Purchaser shall release a joint press release mutually acceptable to the Seller and Purchaser, (b) the parties may make any press release or other public disclosure announcement (including to analysts, investors or those attending industry conferences or analyst or investor conference calls), to the extent that such release or announcement contains information previously publicly disclosed in accordance with this Section 10.7 or is otherwise consistent in all material respects with previous statements made jointly by the Purchaser and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained Seller and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; (c) Purchaser and provided, further, that, with prior notice to Celldex, Medarex its Affiliates may make customary disclosures as expressly contemplated by the Financing Commitments (including in connection with the syndication of the Debt Financing). In the event any Party determines that a public disclosure of or concerning the execution or performance of this Agreement or the other Transaction Documents is required to comply with the requirements of any applicable Laws or the rules and regulations of any stock exchange upon which the securities 176 of such Party is listed, then, prior to making any such filing, such Party shall provide the other and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by such other Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by such other Party or its counsel. The Parties shall use commercially reasonable efforts (a) to develop a joint communications plan and (b) to ensure that all press releases and other public statements with respect to the specific stage transactions contemplated hereby shall be consistent with such joint communications plan. Without limiting the foregoing provisions hereof, Seller shall, to the extent reasonably practicable, consult with Purchaser regarding the form and content of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring of any material developments or matters involving the other Party’s approval to Business (including the other Partyfinancial condition or results of operations), and Purchased Assets, Assumed Liabilities or the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationConveyed Companies, including in a filing with the Securities and Exchange Commissionearnings releases, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing publication or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldrelease.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of concerning this Agreement or the terms subject matter hereof without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other Party. Each Party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to for its prior review and approve any such press release or public disclosureapproval, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three fifteen (315) business day perioddays from submission, the press release or public disclosure shall be deemed approved. The contents of any such announcement or similar publicity that has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. The principles to be observed by Schering and Molecular Insight in public disclosures with respect to this Agreement shall be: accuracy, compliance with applicable legal requirements, the requirements of confidentiality under this Section 5 and normal business practice in the pharmaceutical industry for disclosures by companies comparable to Schering and Molecular Insight. Notwithstanding the foregoing, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law or for appropriate market disclosure. It is understood, however, that unless required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreement. In addition, if a public disclosure is required by law, rule or regulation, including in a with the exception of any filing with the US Securities and Exchange Commission, other than a filing on Form 10K and provided, however, that such exception does not apply to the disclosure of this Agreement and/or its Annexes, nor any documents or Form 10Qdata related to this Agreement, or the cooperation hereunder, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing non-disclosing Party’s 's prior review and comment and shall give due consideration to any reasonable comments by the Parties shall thereafter mutually agree upon non-filing Party relating to such filing, including without limitation the extent and nature provisions of any such disclosures, such agreement not to this Agreement for which confidential treatment should be unreasonably withheldsought.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of any listing authority or any securities exchange, rule without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or regulationdelayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, neither Party shall issue without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or make other document previously approved for external distribution by the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each (i) no party shall not require advance approval; and provided, further, that, be required to consult with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve party in connection with any such press release or public disclosure, which approval announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not be unreasonably withheld. If apply to any disclosure by the receiving Party does not respond in writing within such three (3) business day periodCompany or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.3(b) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required by lawCompany Superior Proposal, rule (B) Parent in accordance with Section 5.4(b) that a Parent Acquisition Proposal constitutes, or regulationmay constitute, including in a filing with Parent Superior Proposal, or (C) any dispute between the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qparties regarding this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Each Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of hereto agrees to consult with the other Party of such before issuing or making, and to provide the other Party a reasonable prior opportunity to review, comment on and concur with, and use all reasonable efforts to agree on, any press release release, public statement or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage Transaction Documents or the transactions contemplated hereby or thereby, and further agrees not to issue any such press release, public statement or disclosure without the prior written consent (including via email) of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any which such press release or public disclosure, which approval consent shall not be unreasonably withheld. If Notwithstanding the receiving foregoing, any Party does not respond in writing within such three may, without the prior written consent of the other Party, (3i) business day periodissue any press release, public statement or disclosure required by law (including, for the avoidance of doubt, the filing of any of the Transaction Documents as required exhibits to any report of the Company filed with the SEC pursuant to the Exchange Act and any other disclosures required to be filed with the SEC relating to the transactions contemplated hereby or otherwise describing the terms and conditions of the Transaction Documents) if such Party has used reasonable efforts to provide the other Party a reasonable opportunity to review such press release, public statement or disclosure and has, in good faith, considered any modifications to such press release, public statement or disclosure of such other Party prior to the time such press release or public disclosure shall be deemed approved. In addition, if a public statement or disclosure is required by to be released pursuant to applicable law, regulation or any listing rule of the NYSE and (ii) issue, make, comment on or regulationconcur with any press release, including in a filing public statement or disclosure with the Securities and Exchange Commissionrespect to the Transaction Documents or the transactions contemplated hereby or thereby that is the same, other than a filing on Form 10K substantially similar or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other consistent with disclosure for which the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldother Party has previously provided its written consent.

Public Disclosure. Except as SumTotal and Pathlore will consult with each other and agree before issuing any press release, making any public statement or otherwise required by lawmaking any disclosure with respect to the First Merger, rule this Agreement (including the Pathlore Schedules) or regulation, neither Party shall a Pathlore Acquisition Proposal and will not issue a any such press release or make any such public statement or other public disclosure of this Agreement prior to such agreement, except to the extent necessary in order to comply with (i) Sections 5.2 (California Permit; Fairness Hearing), 5.4 (Pathlore Stockholder Approval) and 5.8 (Third Party Consents), and (ii) applicable law or any listing agreement with a national securities exchange or the terms hereof Nasdaq National Market. In the event either SumTotal or Pathlore (or any of their respective representatives) are requested to, or required by, applicable law or regulation (including, without the prior written approval limitation, any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which any of such party’s securities are listed or quoted) or by legal process to disclose any of the foregoing, the disclosing party (the “Disclosing Party”) shall notify the other Party party (the “Non-Disclosing Party”) with prompt notice of such press release request or public disclosure and requirement in order to enable the content thereof; providedNon-Disclosing Party (i) to seek an appropriate protective order or other remedy, that (ii) to consult with the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure Disclosing Party with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Non-Disclosing Party’s approval taking steps to resist or narrow the other Party, scope of such request or legal process or (iii) to waive compliance in whole or in party with the terms of this Section 5.7 and the receiving Confidentiality Agreement. In the event that such protective order or other remedy is not obtained, or the Non-Disclosing Party waives compliance, in whole or in party, with the terms of this Section 5.7 and the Confidentiality Agreement, the Disclosing Party or its representative shall use commercially reasonable efforts to disclose only that portion of such disclosure that is legally required to be disclosed and to ensure that any information deemed to be “Proprietary Information” under the Confidentiality Agreement that is disclosed will be accorded confidential treatment. In the event that the Disclosing Party or its representatives shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing complied fully with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies provisions of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment this Section 5.7 and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosuresConfidentiality Agreement, such agreement not to disclosure may be unreasonably withheldmade by the Disclosing Party or its representatives without any liability.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, Parent will file with prior notice to Celldex, Medarex may make the SEC a public disclosure with respect Current Report on Form 8-K pursuant to the specific stage Exchange Act to report the execution of development of each Licensed Product as stated in this Agreement and the contents filing of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party Certificate of Designation, the form and substance of which shall submit any press release or public disclosure requiring the other Party’s approval be subject to the other Party, and the receiving Party shall have three Company’s prior consent (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld).

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent), except as otherwise required by lawany Legal Requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of parties and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures as promptly as practicable after the execution of information for which consent has been previously obtained this Agreement, Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (and may include a copy of information of a similar nature to that which has been previously disclosed publicly this Agreement as an exhibit thereto), with respect to this Agreement, each which Parent shall not require advance approval; and provided, further, that, consult with prior notice to Celldex, Medarex may make a public disclosure with respect the Company. Parent shall provide to the specific stage of development of each Licensed Product as stated in the contents Company for review and comment a draft of the report Current Report on Form 8-K prior to filing with the SEC; provided that unless objected to Medarex by Celldex pursuant the Company by written notice given to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval Parent within five (5) days after delivery to the other PartyCompany specifying the language to which reasonable objection is taken, and the receiving Party shall have three (3) business days to review and approve any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be filed with SEC and used in a filing other filings made by Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Buyer (in the case of Sellers) or Sellers (in the case of Buyer), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Buyer will file with the SEC the Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreementwhich Buyer shall consult with Sellers. Unless objected to by Sellers by written notice given to Buyer within five (5) days after such filing specifying the language to which objection is taken, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Form 8-K shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including Sellers and may be used in a filing other filings made by Buyer with the Securities and Exchange CommissionSEC, other than but Seller shall have no liability if the Form 8-K filed by Buyer contains any untrue statement of a filing on Form 10K material fact made by Buyer or Form 10Qomits to state a material fact required to be stated therein by Buyer or necessary to make the statements contained therein, the disclosing Party shall provide copies in light of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosurescircumstances under which they were made by Buyer, such agreement not to be unreasonably withheldmisleading.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Signing Stockholders) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. In accordance with the foregoing, the parties hereto agree that Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Any language included in such Current Report may be used by Parent in other filings made by it with the SEC and in other documents distributed by Parent in connection with the transactions contemplated by this Agreement without the prior written approval further review or consent of the other Party of such press release Signing Stockholders or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except The Parties agree that the initial public announcement of the execution of this Agreement shall be in the form of the Press Release that describes the nature and scope of the collaboration including its aggregate value, attached to this Agreement as Exhibit 1.96. Unless otherwise required by lawApplicable Laws, rule or regulationduring the Term, neither Party shall issue a press release or make any in all cases other public disclosure of [***] Certain information in this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent document has been previously obtained omitted and of information of a similar nature to that which filed separately with the Securities and Exchange Commission. Confidential treatment has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure requested with respect to the specific stage of development of each Licensed Product as stated omitted portions. than the announcement set forth in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Press Release, each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other PartyParty for review and approval all proposed press releases, academic, scientific, and medical publications and public presentations relating to activities performed under this Agreement that have not been previously reviewed and approved or disclosed. Such review and approval shall be conducted for the purposes of preserving intellectual property protection and determining whether any portion of the proposed publication or presentation containing the Confidential Information of MAP should be modified or deleted, and to determine whether such disclosure is in the best interests of the Parties in connection with the Development of Product in the Field in the Territory. Written copies of such proposed publications and presentations (other than press releases) shall be submitted to the other Party no later than [***] before submission for publication or presentation, and the receiving Party shall have three (3) business days provide written comments, if any, within [***] of receipt. Unless otherwise required by Applicable Laws, written copies of proposed press releases shall be submitted to review the other Party no later than [***] before release and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In additionprovide written comments, if a public disclosure is required by lawany, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies within [***] of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldreceipt.

Public Disclosure. Except Each party hereto shall obtain consent of the other party (such consent to be not unreasonably delayed, conditioned or withheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as otherwise required by law, rule Law or regulation, neither Party shall issue a press by any Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or make any other public disclosure Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the terms hereof without the prior written approval case of the other Party of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a reasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in good faith). To the extent practicable, each party shall use reasonable best efforts to cause any other public announcements or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure (other than press releases) with respect to the specific stage transactions contemplated by this Agreement and any Ancillary Documents to be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of development of each Licensed Product as stated the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the contents telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Partytransaction, this Agreement and the receiving Party Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the reasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller's prior written consent. To the extent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, such party shall have three (3) business days give the non-disclosing party a reasonable opportunity to review and approve comment (and shall in good faith take into account the comments of such party) on the scope of any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities redactions and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies requests for confidential treatment of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldterms hereof.

Public Disclosure. Except Each party hereto shall obtain consent of the other party (such consent to be not unreasonably delayed, conditioned or withheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as otherwise required by law, rule Law or regulation, neither Party shall issue a press by any Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or make any other public disclosure Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the terms hereof without the prior written approval case of the other Party of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a reasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in good faith). To the extent practicable, each party shall use reasonable best efforts to cause any other public announcements or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure (other than press releases) with respect to the specific stage transactions contemplated by this Agreement and any Ancillary Documents to be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of development of each Licensed Product as stated the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the contents telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Partytransaction, this Agreement and the receiving Party Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the reasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller’s prior written consent. To the extent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, such party shall have three (3) business days give the non-disclosing party a reasonable opportunity to review and approve comment (and shall in good faith take into account the comments of such party) on the scope of any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities redactions and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies requests for confidential treatment of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldterms hereof.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Neither Party shall issue a press release or may make any public announcement or issue any press releases disclosing achievement of regulatory, scientific or other public disclosure of milestones regarding this Agreement or the terms hereof Collaboration without the prior review and written approval consent of the other Party Party, provided that Genentech shall not unreasonably withhold or delay its consent to the issuance of such a press release or public disclosure and disclosing achievement of any milestone event described in Section 8.5. Notwithstanding the content thereof; providedforegoing, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public no disclosure with respect to the specific stage of development of each Licensed Product as stated foregoing that is required, in the contents reasonable judgment of a Party, to comply with applicable laws or regulations or the report provided rules of any stock exchange on which a Party’s stock may trade, nor any public announcement, news release, public statement or publication relating to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release the existence of this Agreement, or public disclosure requiring the terms hereof, will be made without the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosureprior written approval, which approval shall not be unreasonably withheld. If the receiving Neither Party does not respond in writing within such three (3) business day period, the shall issue an initial announcement or press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with relating to the Securities and Exchange Commission, existence of this Agreement without the other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and written approval. Unless required to comply with applicable laws or regulations or the Parties shall thereafter mutually agree upon the extent and nature rules of any stock exchange on which a Party’s stock may trade, Genentech, its Affiliates and their sublicensees and further sublicensees shall have no right to use the name “The Regents of the University of California,” “The Trustees of Columbia University in the City of New York,” the name of any campus of the University of California, “Hxxxxx Hxxxxx Medical Institute,” “HHMI,” or any trademark, logo or abbreviations of the names of any of the foregoing, and any such disclosuresuse is prohibited, such agreement not to be unreasonably withheldin advertising, publicity or other promotional activities.

Public Disclosure. In connection with the execution of this Agreement, the Parties shall jointly issue one or more press releases, the contents of which shall be substantially similar to Exhibit C, with such other contents and changes as may be mutually agreed. Except as otherwise required by law, rule or regulationapplicable Law, neither Party shall issue a any additional press release or make any other public disclosure of concerning this Agreement or the terms subject matter hereof without the prior written approval of first providing the other Party with a copy of such press the proposed release or public disclosure for review and comment, provided that such right of review and comment shall only apply for the content thereof; providedfirst time that specific information is to be disclosed, and shall not apply to the subsequent disclosure of substantially similar information that has previously been disclosed. The Party proposing to make the Parties agree that press release or other public disclosure shall give due consideration to any reasonable comments by the other Party relating to such proposed press release or other public disclosure. The principles to be observed by Biodesix and AVEO in press releases or other public disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this AgreementAgreement shall be: accuracy, each compliance with applicable legal requirements, the requirements of confidentiality under Article X and normal business practice in the pharmaceutical industry for disclosures by companies comparable to Biodesix and AVEO. For the avoidance of doubt, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with applicable Law or for appropriate market disclosure. It is understood, however, that except as required by applicable Law, the Parties shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to disclose the specific stage financial terms and conditions of development of each Licensed Product as stated this Agreement in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationapplicable Law, including in a filing with the United States Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the proposed disclosure reasonably in advance of such filing or other disclosure for the nondisclosing non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the Parties shall thereafter mutually agree upon non-filing Party relating to such filing, including the extent and nature provisions of any such disclosures, such agreement not to this Agreement for which confidential treatment should be unreasonably withheldsought.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it (including, but not limited to, all filings or notices necessary to provide to third parties or Governmental Entities to obtain necessary consents and/or approvals with respect to contemplated transactions), and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Buyer (in the case of the Company and the Stockholders) or the Company (in the case of Buyer), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulationpursuant to any agreement of a trading system. Each party will not unreasonably withhold approval from the others with respect to any press release, neither Party shall public announcement, provision of notice, or request for third party consent, or notification or other filing with any Governmental Entity relating to this Agreement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Buyer will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which Buyer shall not require advance approval; and provided, further, that, consult with prior the Company. Unless objected to by the Company by written notice given to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three Buyer within five (35) business days after such filing specifying the language to review and approve which objection is taken, any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be used in a filing other filings made by Buyer with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.108.4. Each Party shall submit any press release or public disclosure requiring the other Party’s 's approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s 's prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as otherwise required by lawOn or within one Business Day of the Execution Date, rule or regulation, neither Party Vir and GSK shall issue a joint press release in a form mutually agreed to by Vir and GSK. In addition, Vir shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to this Agreement and the transactions contemplated herein, such Current Report on Form 8-K to be in a form mutually agreed to by Vir and GSK. No other written release, public announcement, disclosure or make any other public disclosure filing concerning the purchase of the Shares, this Agreement, the Preliminary Collaboration Agreement, the Definitive Collaboration Agreement or the terms hereof transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written approval consent of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for party (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld, conditioned or delayed) and, except as set forth in this Section 11.15, the parties agree to keep the terms of this Agreement, the Preliminary Collaboration Agreement and the Definitive Collaboration Agreement confidential. If Notwithstanding the receiving Party does not respond in writing within foregoing, the parties acknowledge and agree that applicable Law or the requirements of a national securities exchange or another similar regulatory body may require either party to file or otherwise disclose a copy of this Agreement, the Preliminary Collaboration Agreement or the Definitive Collaboration Agreement. The party required to make such filing or otherwise disclose shall notify the other party and shall provide the other party with at least three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of days to request redactions thereof prior to making such filing or other disclosure for disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the nondisclosing Party’s prior review and comment Securities Act and the Parties Exchange Act, in each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any other applicable Law or the rules, regulations or guidelines promulgated hereunder; provided that the foregoing shall thereafter mutually agree upon not prevent the extent and nature of any party from making such disclosures, such agreement not public disclosures as it must make to be unreasonably withheldcomply with applicable Law.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Stockholders) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreementwhich Parent shall consult with the Company. Unless objected to by the Company by written notice given to Parent within five (5) days after such filing specifying the language to which objection is taken, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be used in a filing other filings made by Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except as otherwise required by lawOn or within five Business Day of the Execution Date, rule or regulation, neither Party Vir and the Foundation shall issue a joint press release or make any other public disclosure of in a form mutually agreed to by Vir and the Foundation. In addition, if applicable, Vir shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to this Agreement and the transactions contemplated herein, such Current Report on Form 8-K to be in a form mutually agreed to by Vir and the Foundation. No other written release, public announcement, disclosure or filing concerning the purchase of the Shares, the Gates Agreements or the terms hereof transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written approval consent of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for party (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld, conditioned or delayed) and, except as set forth in this Section 8.13, the parties agree to keep the terms of the Gates Agreements confidential. If Notwithstanding the receiving Party does not respond in writing within foregoing, the parties acknowledge and agree that applicable Law or the requirements of a national securities exchange or another similar regulatory body may require either party to file or otherwise disclose a copy of this Agreement and/or the Side Letter. The party required to make such filing or otherwise disclose shall notify the other party and shall provide the other party with at least three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of days to request redactions thereof prior to making such filing or other disclosure for disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the nondisclosing Party’s prior review and comment Securities Act and the Parties Exchange Act, in each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any other applicable Law or the rules, regulations or guidelines promulgated hereunder; provided that the foregoing shall thereafter mutually agree upon not prevent the extent and nature of any party from making such disclosures, such agreement not public disclosures as it must make to be unreasonably withheldcomply with applicable Law.

Public Disclosure. Except as From and after the Closing, the parties hereto shall consult with each other before issuing any press release or otherwise required making any public statements with respect to this Agreement or any of the transactions contemplated by lawthis Agreement, rule or regulation, neither Party and none of the parties shall issue a any such press release or make any other such public disclosure of this Agreement or the terms hereof without the statement prior written approval of to obtaining the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for parties’ consent (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If , conditioned or delayed); provided that Seller and Purchaser (and their respective Affiliates) may, without obtaining the receiving Party does not respond in writing within such three other party’s prior written consent, make any filing or disclosure with respect to this Agreement or any of the transactions contemplated by this Agreement (3i) business day periodas Seller or Purchaser, as applicable, reasonably determines may be required by Law (including, without limitation, the press release Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the respective rules and regulations promulgated thereunder) or public the rules of any national stock exchange applicable to such party, or otherwise determines that such filing or disclosure shall be deemed approved. In addition, if is appropriate or advisable in light of such party’s status as a public disclosure is required by lawreporting company, rule or regulationin which case such party shall endeavor, including in on a filing basis reasonable under the circumstances, to consult with the Securities and Exchange Commission, other than a party before making such filing on Form 10K or Form 10Q, the disclosing Party shall provide copies disclosure with respect to this Agreement or any of the disclosure reasonably in advance transactions contemplated by this Agreement (and if such prior consultation is not reasonable under the circumstances, to promptly inform the other party of such filing or other disclosure disclosure) or (ii) as are not inconsistent with the previous press releases, public statements or public disclosures made by Seller or Purchaser (or their Affiliates) in compliance with this Section 8.2 (provided the direct and/or indirect investors in Purchaser (and/or their respective affiliates) are not named or identified (except for the nondisclosing Party’s prior review and comment and the Parties any affiliate of Seller). The provisions of this Section 8.2 shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldsurvive Closing.

Public Disclosure. Except The Parties shall consult with each other prior to making any Public Disclosure, with the disclosing Party advising the other Party of the form and content of the proposed Public Disclosure. The other Party shall have two (2) Business Days to provide the disclosing Party with comments on the proposed Public Disclosure, and if comments are received from the other Party within such time the disclosing Party shall incorporate the other Party's reasonable changes to the Public Disclosure before the Public Disclosure is made. If such comments are not received by the disclosing Party within two (2) Business Days, the disclosing Party is then free to proceed with such Public Disclosure as otherwise originally proposed. If a Public Disclosure is required by lawApplicable Law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, rule and in the reasonably held opinion of the disclosing Party is required by such Applicable Law or regulationrules and regulations to be released earlier than would permit the other Party two (2) Business Days to provide comments, neither then the other Party shall issue provide its comments at the earliest possible time following receipt of the proposed Public Disclosure, provided that nothing herein shall prevent a press release or make any other public disclosure of this Agreement or Party from making a Public Disclosure without having received the terms hereof without the prior written approval comments of the other Party of if such press release or public disclosure and the content thereof; providedimmediate disclosure, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents reasonably held opinion of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other disclosing Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule such Applicable Law or regulation, including rules and regulations. Upon disclosure in a filing with the Securities Public Disclosure being approved by a Party pursuant to this Section 8.03 (in this Section 8.03, "Approved Disclosure") and Exchange Commission, other than a filing on Form 10K or Form 10Qpublicly disseminated, the disclosing Party provisions of this Section 8.03 shall provide copies of the disclosure reasonably in advance no longer be applicable for subsequent use of such filing Approved Disclosure in any future disclosure or other disclosure for use by the nondisclosing applicable Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as From the date of this Agreement until Closing or the termination of this Agreement in accordance with its terms, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions contemplated hereby, and, except with respect to the Proxy Statement and any amendments or supplements thereto in respect of which the terms set forth in Section 5.1 hereof shall apply, no party shall (and GBE and the Company shall cause the Target Companies not to) issue or otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of announcement or communication pertaining to this Agreement or the terms hereof transactions contemplated hereby without the prior written consent of GXXX (in the case of GBE, the Company or any Target Company) or the Company and GBE (in the case of GXXX), except as required by any legal requirement or by the rules and regulations of, or pursuant to, any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval of from the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring announcement. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. The parties hereto agree that as promptly as practicable after the other Party’s approval execution of this Agreement, GXXX will prepare and file a Current Report on Form 8-K pursuant to the other Party, and Exchange Act to report the receiving Party shall have three (3) business days execution of this Agreement with respect to which the Company may review and approve comment upon prior to filing and that any language included in such press release or public disclosureCurrent Report that reflects the Company’s comments, as well as any text as to which approval shall the Company has not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day periodcommented upon after being given a reasonable opportunity to comment, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may thereafter be used by GXXX in a filing other filings made by it with the Securities SEC and Exchange Commission, in other than a filing on Form 10K documents distributed by GXXX in connection with the transactions contemplated by this Agreement without further review or Form 10Q, the disclosing Party shall provide copies consent of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of the Parent (in the case of the Company) or the Company (in the case of the Parent), except as otherwise required by lawany Legal Requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures as promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, the Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex which the Company may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve comment upon prior to filing and that any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be filed with SEC and used in a filing other filings made by the Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except The Parties have attached hereto as otherwise required Exhibit 7.2, mutually acceptable press releases by laweach Party announcing the Collaboration (the “Initial Press Releases”), rule which each Party will release at a time to be mutually agreed by the Parties. The JSC shall review and approve, from time to time, proposed disclosures of the Parties relating to this Collaboration (or regulationrelated activities, results or events) [***]. Except: (a) as determined by a Party [***] to comply with Applicable Law (including applicable securities laws and the rules and regulations of exchanges upon which a Party’s securities are traded), subject to this Section 7.2; (b) with respect to JSC approved disclosures; and (c) with respect to the Initial Press Releases as agreed upon between the Parties, neither Party shall issue a press release or make any other public disclosure regarding the terms or existence of this Agreement or the terms hereof Collaboration without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other Party. Each Party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days [***] from receipt to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld[***]. If Notwithstanding the receiving Party does not respond in writing within such three (3) business day period, the preceding requirements related to a press release or other public disclosure shall be deemed approved. In additiondisclosure, if a public disclosure is required by law, rule or regulationApplicable Law, including without limitation in a filing with the U.S. Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance [***] of such filing or other disclosure for the nondisclosing non-disclosing Party’s prior review and comment and comment. The first approval of the Parties contents of a press release or public disclosure shall thereafter mutually agree upon constitute permission to use such contents subsequently without submission of the extent and nature of any such disclosures, such agreement not press release or public disclosure to be unreasonably withheldthe other Party for approval.

Public Disclosure. Except as otherwise required by lawOn or shortly after the Effective Date, rule or regulation, neither Party the Company and Purchaser shall issue a joint press release in a form mutually agreed to by the Company and Purchaser. In addition, the Company shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to this Agreement and the transactions contemplated herein, such Current Report on Form 8-K to be in a form mutually agreed to by the Company and Purchaser. No other written release, public announcement, disclosure or make any other public disclosure filing concerning the purchase of the Shares, this Agreement or the terms hereof transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written approval consent of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for party (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond , conditioned or delayed) and, except as set forth in writing within such three (3) business day periodthis Section 10.15, the press release or public disclosure shall be deemed approvedparties agree to keep the terms of this Agreement confidential. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with Notwithstanding the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qforegoing, the disclosing Party shall provide copies parties acknowledge and agree that applicable Law or the requirements of the disclosure reasonably in advance a national securities exchange or another similar regulatory body may require either party to file or otherwise disclose a copy of this Agreement. The party required to make such filing or otherwise disclose shall notify the other disclosure for party and shall, to the nondisclosing Party’s extent possible, provide the other party with at least five (5) Business Days to request redactions thereof prior review and comment to making such filing or disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the Securities Act and the Parties Exchange Act, in each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any other applicable Law or the rules, regulations or guidelines promulgated hereunder; provided that the foregoing shall thereafter mutually agree upon not prevent the extent and nature of any party from making such disclosures, such agreement not public disclosures as it must make to be unreasonably withheldcomply with applicable Law.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it (including, but not limited to, all filings or notices necessary to provide to third parties or Governmental Entities to obtain necessary consents and/or approvals with respect to contemplated transactions), and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of the other party, except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulationpursuant to any agreement of a trading system, neither Party in which cases, such public announcement, notice or communication shall be made in coordination with the other party. Each party will not unreasonably withhold approval from the others with respect to any press release, public announcement, provision of notice, or request for third party consent, or notification or other filing with any Governmental Entity relating to this Agreement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without transaction as may be reasonably requested by the prior written approval other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. The form of the other Party of such press release or public disclosure and to be released in connection with this Agreement is attached hereto. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, IGPAC will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which IGPAC shall not require advance approval; consult with Parent and provided, further, that, provide Parent with a draft of such Current Report no less than two (2) Business Days prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated filing. Unless objected to by Parent by written notice given to IGPAC within two (2) Business Days prior to such filing specifying the language to which objection is taken (in which case IGPAC shall consider Parent’s objections and use reasonable best efforts to revise the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit Current Report accordingly), any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule Parent and may be used in other filings made by IGPAC or regulation, including in a filing Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Stockholders) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly this Agreement with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex which the Company may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve comment upon prior to filing and that any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except The Parties have attached hereto as otherwise required Exhibit 7.2, mutually acceptable press releases by laweach Party announcing the Collaboration (the “Initial Press Releases”), rule which each Party will release at a time to be mutually agreed by the Parties. The JSC shall review and approve, from time to time, proposed disclosures of the Parties relating to Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Momenta Pharmaceuticals, Inc. this Collaboration (or regulationrelated activities, results or events) and [***] of [***] or [***]. Except: (a) as determined by a Party [***] to comply with Applicable Law (including applicable securities laws and the rules and regulations of exchanges upon which a Party’s securities are traded), subject to this Section 7.2; (b) with respect to JSC approved disclosures; and (c) with respect to the Initial Press Releases as agreed upon between the Parties, neither Party shall issue a press release or make any other public disclosure regarding the terms or existence of this Agreement or the terms hereof Collaboration without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other Party. Each Party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three [***] (3[***]) business days [***] from receipt to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld[***] or [***]. If Notwithstanding the receiving Party does not respond in writing within such three (3) business day period, the preceding requirements related to a press release or other public disclosure shall be deemed approved. In additiondisclosure, if a public disclosure is required by law, rule or regulationApplicable Law, including without limitation in a filing with the U.S. Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance (at least [***] ([***]) [***] for the [***] the [***]) of such filing or other disclosure for the nondisclosing non-disclosing Party’s prior review and comment and comment. The first approval of the Parties contents of a press release or public disclosure shall thereafter mutually agree upon constitute permission to use such contents subsequently without submission of the extent and nature of any such disclosures, such agreement not press release or public disclosure to be unreasonably withheldthe other Party for approval.

Public Disclosure. In connection with the execution of this Agreement, the Parties shall jointly issue one or more press releases, the contents of which shall be substantially similar to Schedule 7.5, with such other contents and changes as may be mutually agreed. Except as otherwise required by law, rule or regulationLaw, neither Party shall issue a any additional press release or make any other public disclosure of concerning this Agreement or the terms subject matter hereof without the prior written approval of first providing the other Party with a copy of such press the proposed release or public disclosure for review and comment, provided that such right of review and comment shall only apply for the content thereof; providedfirst time that specific information is to be disclosed, and shall not apply to the subsequent disclosure of substantially similar information that has previously been disclosed. The Party proposing to make the Parties agree that press release or other public disclosure shall give due consideration to any reasonable comments by the other Party relating to such proposed press release or other public disclosure. The principles to be observed by Schering and PTC in press releases or other public disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this AgreementAgreement shall be: accuracy, each compliance with applicable legal requirements, the requirements of confidentiality under this Article 7 and normal business practice in the pharmaceutical industry for disclosures by companies comparable to Schering and PTC. For the avoidance of doubt, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with Law or for appropriate market disclosure. It is understood, however, that unless required by Law, the Parties shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to disclose the specific stage financial terms and conditions of development of each Licensed Product as stated this Agreement in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationLaw, including without limitation in a filing with the United States Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the proposed disclosure reasonably in advance of such filing or other disclosure for the nondisclosing non-disclosing Party’s 's prior review and comment and shall give due EXECUTION VERSION consideration to any reasonable comments by the Parties shall thereafter mutually agree upon non-filing Party relating to such filing, including without limitation the extent and nature provisions of any such disclosures, such agreement not to this Agreement for which confidential treatment should be unreasonably withheldsought.

Public Disclosure. The Parties have attached hereto as Exhibit 7.2, a mutually acceptable press release announcing the Collaboration (the “Initial Press Release”). The JSC shall review, from time to time, proposed disclosures of the Parties and consent for such disclosures shall not be unreasonably withheld. Except as otherwise required by lawLaw (as reasonably determined by counsel) and with respect to JSC approved disclosures, rule or regulationas well as the Initial Press Release as agreed upon between the Parties, neither Party shall issue a press release or make any other public disclosure of the terms of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other Party. Each Party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three five (35) business days from receipt to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing to the other Party within such three five (35) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationLaw, including without limitation in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing non-disclosing Party’s prior review and comment and comment. The first approval of the Parties contents of a press release or public disclosure shall thereafter mutually agree upon constitute permission to use such contents subsequently without submission of the extent and nature of any such disclosures, such agreement not press release or public disclosure to be unreasonably withheldthe other Party for approval.

Public Disclosure. Except The Parties shall consult with each other prior to making any Public Disclosure, with the disclosing Party advising the other Party of the form and content of the proposed Public Disclosure. The other Party shall have two (2) Business Days to provide the disclosing Party with comments on the proposed Public Disclosure, and if comments are received from the other Party within such time the disclosing Party shall incorporate the other Party’s reasonable changes to the Public Disclosure before the Public Disclosure is made. If such comments are not received by the disclosing Party within two (2) Business Days, the disclosing Party is then free to proceed with such Public Disclosure as otherwise originally proposed. If a Public Disclosure is required by lawApplicable Law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, rule and in the reasonably held opinion of the disclosing Party is required by such Applicable Law or regulationrules and regulations to be released earlier than would permit the other Party two (2) Business Days to provide comments, neither then the other Party shall issue provide its comments at the earliest possible time following receipt of the proposed Public Disclosure, provided that nothing herein shall prevent a press release or make any other public disclosure of this Agreement or Party from making a Public Disclosure without having received the terms hereof without the prior written approval comments of the other Party of if such press release or public disclosure and the content thereof; providedimmediate disclosure, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents reasonably held opinion of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other disclosing Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule such Applicable Law or regulation, including rules and regulations. Upon disclosure in a filing with the Securities Public Disclosure being approved by a Party pursuant to this Section 15.3 (“Approved Disclosure”) and Exchange Commission, other than a filing on Form 10K or Form 10Qpublicly disseminated, the disclosing Party provisions of this Section 15.3 shall provide copies of the disclosure reasonably in advance no longer be applicable for subsequent use of such filing Approved Disclosure in any future disclosure or other disclosure for use by the nondisclosing applicable Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as (a) In connection with the execution and delivery of this Agreement, the Parties agree to publication of a press release in mutually agreed form within two (2) Business Days following the Effective Date and agree that each Party shall be permitted to continue to use such press release, including the specific content contained therein, for any purposes without the need to obtain the prior written consent of the other Parties hereto. Other than pursuant to the foregoing sentence, during the Pre-Closing Period and subject to Section 6.3, (i) the Buyer and the Seller shall consult with each other, and shall consider in good faith the views such other Party hereto, before issuing any press release or otherwise required by lawmaking any public statement or making any other public disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby, rule or regulation, neither and (ii) no Party shall issue a any such press release or make any other such public statement or disclosure of this Agreement or the terms hereof without the prior written approval of the other Party, except as permitted by Sections 7.6(b) and 7.6(c); provided, however, that the Buyer and the Seller may make public statements or disclosures that are not inconsistent with (or more expansive than) previous press releases, public disclosures or public statements made by the Buyer or the Seller in compliance with this Section 7.6. Notwithstanding anything herein to the contrary, any Party hereto (and any employee or representative of any Party hereto) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other Tax analyses) that are provided to it relating to such Tax treatment and Tax structure. (b) Either Party may disclose such information as may be required by applicable Law, including those incident to the listing of securities on a stock exchange or governing disclosure of publicly traded companies in the United States or Japan, without the consent of the other Party; provided further that the Party disclosing such information shall (i) only disclose such information as is required by such applicable Law; (ii) provide reasonable advance written notice to the other Party of such press release or public the intended disclosure and the content thereofof that disclosure; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.iii)

Public Disclosure. Except as otherwise required by law, rule law or regulationRegulatory Authority, neither Party shall issue a press release or make any other public disclosure of concerning this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other Party. Each Party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to for its prior review and approve any such press release or public disclosureapproval, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period[*] Business Days from submission, the press release or public disclosure shall be deemed approved. If Vincera intends to issue a press release following conclusion of this Agreement, the foregoing timelines shall not apply if the wording has been agreed between the Parties prior to the Effective Date. The contents of any such announcement or similar publicity that has been reviewed and approved by the reviewing Party can be re-released by either Party via the same communication channels without a requirement for re-approval. The principles to be observed by Bayer and Vincera in public disclosures with respect to this Agreement shall be: accuracy, compliance with applicable legal and regulatory requirements, the requirements of confidentiality under this Article 6 and normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Vincera. Notwithstanding the foregoing, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law or Regulatory Authority or for appropriate market disclosure. It is understood, however, that unless required by law or Regulatory Authority, the Parties shall not disclose the specific financial terms and conditions of this Agreement. In addition, if a public disclosure is required by law, rule law or regulationRegulatory Authority, including without limitation in a filing with the US Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the Parties shall thereafter mutually agree upon non-filing Party relating to such filing, including without limitation the extent and nature provisions of any such disclosures, such agreement not to this Agreement for which confidential treatment should be unreasonably withheldsought.

Public Disclosure. Except Notwithstanding anything to the contrary contained herein, except as otherwise may be required by lawto comply with the requirements of any applicable Law and the rules and regulations of any stock exchange upon which the securities of one of the parties is listed, rule or regulationfrom and after the date hereof, neither Party shall issue a no press release or make similar public announcement or communication shall be made or caused to be made by either party and/or any other public disclosure of such party’s Affiliates relating to this Agreement or the terms hereof without the prior written approval of Transaction unless specifically approved in advance by the other Party of such press release or public disclosure and the content thereofparty; provided, that however, that: (a) the Parties agree that disclosures parties jointly may issue one or more press release(s) announcing entry into this Agreement and/or the Closing; (b) either party may issue such press releases, public announcements or communications or make such SEC filings as it determines are reasonably necessary to comply with applicable Law (including disclosure requirements of information for the SEC) or with the requirements of any stock exchange on which consent has been previously obtained securities issued by a party or its Affiliates are traded; (c) Seller may deliver such communications to its shareholders regarding this Agreement and the Transactions as may be required by applicable Law; (d) after the Closing, Buyer shall not be subject to any restrictions under this Section 9.6, and (e) after the Closing, Seller may issue press releases or otherwise publicly announce the receipt and, when received, the amounts of information Milestone Payments and Royalty Payments hereunder. Seller and Buyer will consult with each other concerning the means by which the counterparty(ies) to any Assigned Contract will be informed of a similar nature to that which has been previously disclosed publicly with respect to the transactions contemplated by this Agreement, each shall not require advance approval; and provided, further, that, with prior notice Buyer will have the right to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve be present for any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldcommunication.

Public Disclosure. Except The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulationregulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, neither Party shall issue a press release if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make any other public disclosure relating to the subject matter of this Agreement or Agreement, such Person shall provide to the terms hereof without the prior written approval other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly parties with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex such proposed disclosure. The other parties may make a public any comments or suggested changes to such disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have within three (3) business days Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to review address or otherwise take into account the comments or suggested changes on such disclosure made by the other parties and approve any such press release or public shall submit a revised draft of the proposed disclosure, which approval if applicable, to the other parties, and the other parties shall not be unreasonably withheld. If condition, delay or withhold their Consent to such disclosure; provided that, if the receiving Party does other parties have not respond in writing provided any comments or suggested changes within such three (3) business day Business Day period, the press release or public other parties will be deemed to have granted their Consent to the disclosure as proposed to it. No disclosure permitted by Section 14.20 shall be deemed approved. In addition, if a public disclosure is required relating to the subject matter of this Agreement (whether by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies way of the disclosure reasonably in advance issuance of such filing a press release, public announcement or other disclosure otherwise) for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature purposes of any such disclosures, such agreement not to be unreasonably withheld.this Section 14.21. [INTENTIONALLY LEFT BLANK] * * * * *

Public Disclosure. Except During the Pre-Closing Period, except as otherwise required by lawLaws and Regulations or by obligations pursuant to any listing agreement with the National Association of Securities Dealers, rule or regulationInc. (“Required Disclosure”), neither Party shall issue a press release or make any other public disclosure and except as required for the solicitation of this Agreement or the terms hereof without the prior written approval of the other Party Company’s shareholders, the pursuit of such press release or public disclosure third-party consents, and announcements to and discussions with employees of the Company reasonably required in furtherance of the Amalgamation and the content thereof; provided, that performance of the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect parties’ obligations pursuant to this Agreement, each neither the Company nor Purchaser shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to issue or cause the specific stage publication of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public announcement or disclosure requiring to any third party of the existence or any subject matter, terms or conditions of this Agreement unless jointly approved by Purchaser and the Company prior to release, announcement or disclosure. Notwithstanding the foregoing, if a party determines in its sole discretion that a Required Disclosure of information relating to this Agreement is required, such party shall provide the other Party’s approval party with as much prior written notice (including the language, form and content of the Required Disclosure) and an opportunity for consultation as is reasonably practicable under the circumstances of any intended Required Disclosure, it being understood that nothing herein shall prevent the disclosing party from making Required Disclosure. The Company and Purchaser further agree that the language, form and content of any public disclosure of information relating to this Agreement (whether through a press release, public filing (which filing a party determines to be voluntary) or report, public statement or otherwise) that is not a Required Disclosure shall be mutually agreed in advance by the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosureparties, which approval agreement shall not be unreasonably withheld. If Subject to the receiving Party does not respond in writing within such three (3) business day periodforegoing, the press release or public disclosure Company shall be deemed approved. In addition, if ensure that a public disclosure notice (the “Notice”) is required by law, rule or regulation, including published in a filing with Bermuda’s Royal Gazette not less than thirty-one (31) days prior to the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies Effective Time advising of the disclosure reasonably in advance Amalgamation and that creditors have a period of such filing or other disclosure for thirty (30) days from the nondisclosing Party’s prior review and comment and date of the Parties shall thereafter mutually agree upon Notice to object to the extent and nature of any such disclosures, such agreement not to be unreasonably withheldAmalgamation.

Public Disclosure. Except ‌ Any Party proposing to issue a press release or otherwise make public disclosure (to the extent such Party is making such disclosure to the public for the first time) with respect to the Company or the Barsele Project shall provide the other Parties with a reasonable opportunity to review and comment on the content of any such press release or other public disclosure, in each case, in so far as otherwise required by lawit relates to the Company or the Barsele Project. During the term of this Agreement, rule or regulation, neither no Party shall issue a press release or otherwise make any other public disclosure of this Agreement (to the extent such Party is making such disclosure to the public for the first time) with respect to the Company or the terms hereof Barsele Project without the prior written approval consent of the other Party Parties. If either of such press release the Company or public disclosure and Orex determines that it is required to publish or disclose the content thereof; providedtext of this Agreement in accordance with any Legal Requirement, that it shall provide AE Sweden with an opportunity to propose appropriate redactions to the Parties agree that disclosures text of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice Orex hereby agrees to Celldex, Medarex may make a public disclosure with respect accept any such suggested redactions to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex extent permitted by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheldLegal Requirements. If the receiving a Party does not respond in writing to a request for comments within such three forty-eight hours (3) business day periodexcluding days that are not Business Days), acting reasonably, the press release or public Party making the disclosure shall be deemed approvedentitled to issue the disclosure without the input of the other Parties. In additionThe Party making the disclosure shall disclose, if a public or permit disclosure is of, only that portion of Confidential Information required to be disclosed by law, rule applicable securities legislation or regulation, including in a filing with the Securities and Exchange Commission, any other than a filing on Form 10K applicable Law or Form 10Q, the disclosing Party shall provide copies any Governmental Authorization. The final text of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties timing, manner and mode of release shall thereafter mutually agree upon be the extent and nature sole responsibility of any such disclosures, such agreement not to be unreasonably withheldthe Party issuing the disclosure.

Public Disclosure. Except as otherwise required From the date of this Agreement until Closing or the termination of this Agreement pursuant to ARTICLE VIII, the Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by lawit, rule or regulation, neither and no Party shall issue a press release or otherwise make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring announcement, filing or communication pertaining to this Agreement or the other Party’s Transactions without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent), except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. No Party will unreasonably withhold, condition or delay approval with respect to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosureannouncement, which approval shall not be unreasonably withheldfiling or communication. If any Party determines with the receiving Party does not respond in writing within such three (3) business day period, the advice of counsel that it is required to make any press release or public disclosure announcement, filing or communication pertaining to this Agreement or the Transactions, it shall, at a reasonable time before making any public disclosure, consult with the other Party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. Any language included in a press release or public announcement, filing or communication that reflects the comments of the reviewing Party, as well as any text as to which the reviewing Party has not commented upon after being given a reasonable opportunity to comment, shall be deemed approved. In additionto have been approved by the reviewing Party and may henceforth be used by other Party in other press releases and public announcements, if a public disclosure is required filings and communications, and in other documents distributed by law, rule or regulation, including the other Party in a filing connection with the Securities and Exchange CommissionTransactions, other than a filing on Form 10K without further review or Form 10Q, the disclosing Party shall provide copies consent of the disclosure reasonably in advance of such filing or reviewing Party. This provision will not apply to communications by any Party to its counsel, accountants and other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldprofessional advisors.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other The Parties agree that the initial public disclosure announcement of the execution of this Agreement or shall be in the terms hereof form of a mutually agreed upon press release that describes the nature and scope of the collaboration including its aggregate value (the “Initial Public Disclosure”). In connection with the issuance of such press release, Nektar shall also be permitted to make any filings required under Applicable Law, including without limitation filings with the prior written approval U.S. Securities and Exchange Commission to report the execution of this Agreement. During the term of this Agreement, in all cases other than the announcement set forth in the Initial Public Disclosure, each Party shall submit to the other Party (the “Non-Publishing Party”) for review and approval all proposed press releases, academic, scientific and medical publications and public presentations relating to the Product that have not been previously disclosed. Such review and approval shall be conducted for the purposes of preserving intellectual property protection and determining whether any portion of the proposed publication or presentation containing the Confidential Information of the Non-Publishing Party should be modified or deleted, and (in the case of a disclosure that Nektar wishes to make) to determine whether such disclosure is in the best interests of the Parties in connection with the Development of the Product (such determination to be made in Bayer’s reasonable discretion). Written copies of such proposed publications and presentations (other than press release releases) shall be submitted to the Non-Publishing Party no later than [***] days before submission for publication or public disclosure and the content thereofpresentation; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, provided that, with prior notice for general disclosure of program status to Celldexinvestors or analysts, Medarex may make a or in public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release conference or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three earnings calls (3“General Disclosure”) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business [***] day period, the press release or public disclosure period shall be deemed approvedshortened to [***] business days. In additionSubject to Applicable Law, if a public disclosure is required by law, rule or regulation, including in a filing written copies of proposed ***Text Omitted and Filed Separately with the Securities and Exchange Commission, other . Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 press releases shall be submitted to the Non-Publishing Party no later than a filing on Form 10K or Form 10Q, the disclosing [***] hours before release. The Non-Publishing Party shall provide copies its comments, if any, and (if it so chooses) its approval within (a) [***] business days, in the case of a press release, and (b) [***] business days of its receipt of any other written copy. With respect to matters other than press releases, the review period may be extended for an additional [***] days, or for General Disclosures [***] business days, in the event the Non-Publishing Party can demonstrate reasonable need for such extension, including, without limitation, the preparation and filing of Patent Applications. This period may be further extended by mutual written agreement of the disclosure reasonably Parties. Nektar and Bayer will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldpublications.

Public Disclosure. Except as otherwise required by lawNeither party shall (and, rule or regulationbefore the Closing, neither Party Seller and, after the Closing, Purchaser, shall cause the Company and its Subsidiaries not to) issue a any press release or otherwise make any other public disclosure of statement with respect to the Acquisition, this Agreement or any material transaction involving Seller, Purchaser or the terms hereof Company without the prior written approval consent of the other party. If a party or any of its Representatives is requested to disclose any information with respect to the Acquisition, this Agreement or any material transaction involving Seller, Purchaser or the Company (the “Information”), such party (the “Disclosing Party”) will promptly notify the other party (the “Non-Disclosing Party”) to permit the Non-Disclosing Party to seek a protective order or take other appropriate action. The Disclosing Party will cooperate in the Non-Disclosing Party’s efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the Information. Notwithstanding the first sentence of this Section 4.5, if, in the absence of a protective order, the Disclosing Party or any of its Representatives is, in the written opinion of the Disclosing Party’s counsel, compelled as a matter of Law to disclose any Information to a third party, the Disclosing Party may disclose to the third party compelling disclosure only the part of the Information that is required by Law to be disclosed (in which case, prior to disclosure, the Disclosing Party will use reasonable efforts to advise and consult with the Non-Disclosing Party and its counsel as to such press release or public disclosure and the content thereofnature and wording of such disclosure), and the Disclosing Party will use its best efforts to obtain confidential treatment for any Information so disclosed. Nothing set forth herein shall prohibit any party from making public disclosures related to the transactions contemplated hereby as may be required under applicable securities Laws (based on advice of counsel); provided, that the Parties agree that disclosures of information for which consent has been previously obtained disclosing party (and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents Seller on behalf of the report provided Company) shall in good faith attempt to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring coordinate with the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any party such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities both as to timing and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldsubstance.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Members) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which Parent shall not require advance approvalconsult with the Company. Parent shall provide to Company for review and comment a draft of the Current Report on Form 8-K prior to filing with the SEC; and provided, further, that, with prior provided that unless objected to by the Company by written notice given to Celldex, Medarex may make a public disclosure with respect Parent within two (2) days after delivery to the specific stage of development of each Licensed Product as stated Company specifying the language to which reasonable objection is taken, any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including in a filing the Company and may be filed with the Securities SEC and Exchange Commission, used in other than a filing on Form 10K or Form 10Q, filings made by Parent with the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except as Unless otherwise required by law, rule or regulation, neither Party law (in which case the ----------------- disclosing party shall issue a press release or make any employ best efforts to provide the other public disclosure of this Agreement or the terms hereof without the prior written approval parties hereto with as much notice as possible under applicable law of the other Party requirement of such press release or public disclosure and the content thereof; provided, that of the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to disclosure) or by this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated Closing Date, no disclosure (whether or not in the contents response to an inquiry) of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release subject matter of or public disclosure requiring Acquisition and the other Party’s approval to transactions contemplated by this Agreement shall be made unilaterally by Genius or Autodesk, unless approved by the other Party, and the receiving Party shall have three (3) business days party prior to review and approve any such press release or public disclosure, (which approval shall not be withheld unreasonably withheldand shall be given or refused promptly). If the receiving Party does not respond Notwithstanding this Section 5.5 or anything else in writing within such three (3) business day periodthis Agreement, the parties hereto agree that Autodesk and Genius may publicly disclose this Agreement and the transactions contemplated hereby not earlier than May 4, 1998. Such disclosure may be in the form of the issuance of the press release release(s) substantially as set forth in Exhibit L ("APPROVED PRESS RELEASE(S)"), as well as providing question and --------- answer documents and other verbal and written information which is substantially consistent with the "APPROVED PRESS RELEASE(S)". Autodesk shall make best efforts to provide Genius and Xx. Xxxxxxx with as much notice as possible of the intended date of such public disclosure. Each party shall designate, concurrently with the execution of this Agreement, a primary contact person for resolving issues regarding the party's disclosure or confidentiality obligations under this Agreement as well as other issues which may arise as a result of the public disclosure of the Acquisition and the other transactions contemplated hereby in accordance with the provisions of this Section 5.5. Until further notice, Xx. Xxxxxxx shall be deemed approvedsuch primary contact person for Genius and himself, and Xxxxxxx Xxxxxx shall be such primary contact person for Autodesk. In additionPrior to any public announcement, if a public disclosure is required by lawthe parties shall agree to contact, rule in strict confidence and in advance, certain persons or regulationentities, including such as Xxxxxx Publishing Company and the employees of Genius, in a filing with the Securities manner that is mutually acceptable to Genius and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldAutodesk.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a The initial press release or make any other public disclosure of concerning this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of transactions contemplated hereby will be issued by each Party in a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval form reasonably acceptable to the other Party. Thereafter, no Party shall (and each shall use reasonable best efforts to cause their Representatives not to), directly or indirectly, issue any press release, or make public statements or communications regarding the subject matter of this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the consent of the other Party, except (a) as and to the extent that such Party shall be so obligated by any Law or pursuant to any listing agreement with any national securities exchange and (b) public statements and communications consisting solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Parties (or with the consent of the other Party). If either Party determines, with the advice of counsel, that it or any of its Affiliates or Representatives is required by applicable Law or by the rules and regulations of, or pursuant to any listing agreement with, any national securities exchange to make any public statement regarding or to otherwise publicly disclose this Agreement, any Ancillary Agreements or any of the transactions contemplated hereby or thereby, it shall, within a reasonable time before making, or permitting any of its Affiliates or Representatives to make any public disclosure consult with the other Party regarding such disclosure, and the receiving Party Parties shall have three (3) business days use their commercially reasonable efforts to review limit the scope of such required disclosures and approve any such press cause a mutually agreeable release or public disclosure, which approval shall not announcement to be unreasonably withheldissued. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationThe Parties acknowledge and agree that Seller Parent will file this Agreement, including in a filing summary thereof (but not including the Disclosure Letter, Appendix B or exhibits), with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as otherwise (a) The Parties shall not issue or make any press releases and public announcements pertaining to this Agreement and the transactions governed by it, unless required by law, rule or regulation, neither applicable Legal Requirements (in which case such Party shall issue advise the other of such obligation and Purchaser and the Seller Representative shall use commercially reasonable efforts to cause a mutually agreeable press release or make any other public disclosure of this Agreement or the terms hereof announcement to be issued), without the prior written consent of the Company (in the case of Purchaser) or Purchaser (in the case of the Company, any Seller or the Seller Representative). No Party will unreasonably delay, withhold or condition approval of from the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring announcement. Without limiting the generality of the foregoing, each Party agrees to (i) consult with each other Party’s approval before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Agreement, (ii) provide to the other Party, and the receiving Party shall have three (3) business days to for review and approve a copy of any such press release or public disclosurestatement and (iii) not issue any such press release or make any such public statement prior to such consultation and review by, and the receipt of the prior consent of (which approval consent shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, conditioned or delayed), the other, unless required by applicable Legal Requirement, in which case such party shall advise the other of such obligation and Purchaser and the Seller Representative shall attempt to cause a mutually agreeable press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not announcement to be unreasonably withheldissued. This Section 8.1(a) will not apply to (i) communications by any Party to its counsel, accountants and other professional advisors or (ii) Purchaser and its Affiliates after the Closing.

Public Disclosure. Except as otherwise required by lawOn or within one Business Day of the Execution Date, rule or regulation, neither Party Vir and GSK shall issue a joint press release or make any other public disclosure of in a form mutually agreed to by Vir and GSK. In addition, Vir shall file a Current Report on Form 8-K with the SEC within the time period required by such form and including such disclosures as required by such form with respect to this Agreement and the transactions contemplated herein, such Current Report on Form 8-K to be in a form mutually agreed to by Vir and GSK. No other written release, public announcement, disclosure or filing concerning the purchase of the Shares, this Agreement, the Preliminary Collaboration Agreement, the New DCA or the terms hereof transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written approval consent of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for party (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld, conditioned or delayed) and, except as set forth in this Section 11.15, the parties agree to keep the terms of this Agreement, the Preliminary Collaboration Agreement and the New DCA confidential. If Notwithstanding the receiving Party does not respond in writing within foregoing, the parties acknowledge and agree that applicable Law or the requirements of a national securities exchange or another similar regulatory body may require either party to file or otherwise disclose a copy of this Agreement, the Preliminary Collaboration Agreement or the New DCA. The party required to make such filing or otherwise disclose shall notify the other party and shall provide the other party with at least three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of days to request redactions thereof prior to making such filing or other disclosure for disclosure. The disclosing party shall use commercially reasonable efforts to procure confidential treatment of such proposed redactions pursuant to the nondisclosing Party’s prior review and comment Securities Act and the Parties Exchange Act, in each case as amended, and the rules, regulations and guidelines promulgated thereunder, or any other applicable Law or the rules, regulations or guidelines promulgated hereunder; provided that the foregoing shall thereafter mutually agree upon not prevent the extent and nature of any party from making such disclosures, such agreement not public disclosures as it must make to be unreasonably withheldcomply with applicable Law.

Public Disclosure. Except as otherwise required by law, rule law or regulation, ----------------- neither Party party shall issue a press release or make any other public disclosure of the existence of or the terms of this Agreement or any aspect of the terms hereof research conducted pursuant to this Agreement without the prior written approval of the other Party of such press release or public disclosure and by the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10other party hereto. Each Party party shall submit any such press release or public disclosure requiring the other Party’s approval to the other Partyparty, and the receiving Party party shall have three (3) business days [*****] to review and approve any such press release or public disclosure, which approval shall not be *****REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. unreasonably withheld. If the receiving Party does party shall not respond in writing within such three (3) business day [*****] period, the press release or public disclosure shall be deemed approved. In additionaddition if, if in the reasonable opinion of a disclosing party's counsel, a public disclosure is shall be required by law, rule regulation or regulationcourt order, including without limitation, in a filing with the United States Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s party's prior review and comment and comment; the Parties nondisclosing party shall thereafter mutually agree upon the extent and nature of any provide its comments, if any, on such disclosures, such agreement not to be unreasonably withheldannouncement as soon as practicable.

Public Disclosure. Except as otherwise required The parties agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in the form mutually agreed upon by lawParent and the Company. Prior to the Agreement Date or any earlier termination of this Agreement pursuant to the terms hereof, rule or regulationthe Company shall not, neither Party and the Company shall cause each of its Representatives not to, issue a any press release or make any other public disclosure communications (other than any communications permitted by Section 5.7 or in accordance with the communications plan approved by Parent) relating to the terms of this Agreement or the terms hereof Mergers or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Parent, unless required by applicable Law and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other Party consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in Section 5.7 hereof or in the Confidentiality Agreement, (a) Parent may be permitted to make such public communications regarding this Agreement or the Mergers as reasonable and appropriate for a public reporting company and (b) the Company and its Affiliates may make such public communications regarding this Agreement or the Mergers as each may determine is reasonable and appropriate in the event of termination of this Agreement pursuant to the terms hereof or that are consistent with previous press releases or public announcements made in compliance with this Section 5.8. Notwithstanding anything in this Agreement to the contrary, following Closing and after the public announcement of the Mergers, the Securityholder Representative shall be permitted to publicly announce on its website, subject to Parent’s prior written approval of such press release or public disclosure and the content thereof; providedannouncement, that the Parties agree that disclosures of information for which consent it has been previously obtained and of information of a similar nature engaged to that which has been previously disclosed publicly serve as the Securityholder Representative in connection with respect to this Agreement, each shall the Mergers as long as such announcement does not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents disclose any of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release other terms of the Mergers or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated herein.

Public Disclosure. Except The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulationregulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, neither Party shall issue a press release if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make any other public disclosure relating to the subject matter of this Agreement or Agreement, such Person shall provide to the terms hereof without the prior written approval other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly parties with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex such proposed disclosure. The other parties may make a public any comments or suggested changes to such disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have within three (3) business days Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to review address or otherwise take into account the comments or suggested changes on such disclosure made by the other parties and approve any such press release or public shall submit a revised draft of the proposed disclosure, which approval if applicable, to the other parties, and the other parties shall not be unreasonably withheld. If condition, delay or withhold their Consent to such disclosure; provided that, if the receiving Party does other parties have not respond in writing provided any comments or suggested changes within such three (3) business day Business Day period, the press release or public disclosure shall other parties will be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of to have granted their Consent to the disclosure reasonably in advance of such filing or other as proposed to it. No disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.permitted by Section

Public Disclosure. Except From the date of this Agreement until Closing or termination, the Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the Transaction, and no Party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the Transaction without the prior consent of Freedom (in the case of the Sellers or the Companies) or the Sellers’ Representative (in the case of Freedom or the Buyer Group), except as otherwise required by lawany Laws or by the rules and regulations of, rule or regulation, neither pursuant to any agreement of a stock exchange or trading system. Each Party shall will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the Transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other Party regarding such disclosure, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of Transaction as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by (x) any Party to its counsel, accountants and other professional advisors or (y) in the case of Lxxxxx, in connection with any disclosures it is required to make in connection with legal, regulatory or financial reporting obligations (so long as Freedom is provided a reasonable opportunity, if practicable, to review and comment on such communication to the extent that it involves any public disclosure of information not previously the subject of a public disclosure and, if necessary, to make a simultaneous public disclosure of such press release or public disclosure and information). Notwithstanding the content thereof; providedforegoing, that the Parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Freedom will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which Freedom shall not require advance approvalconsult with the Sellers’ Representative. Freedom shall provide to Sellers’ Representative for review and comment a draft of the Current Report on Form 8-K prior to filing with the SEC; and provided, further, that, with prior provided that unless objected to by the Sellers’ Representative by written notice given to Celldex, Medarex may make a public disclosure with respect Freedom within two (2) days after delivery to the specific stage of development of each Licensed Product as stated Sellers’ Representative specifying the language to which reasonable objection is taken, any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including in a filing the Sellers’ Representative and may be filed with the Securities SEC and Exchange Commission, used in other than a filing on Form 10K or Form 10Q, filings made by Freedom with the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Signing Stockholders) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulationpursuant to, neither Party shall any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures as promptly as practicable after the execution of information for which consent has been previously obtained this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex which the Company may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve comment upon prior to filing and that any language included in such press release or public disclosureCurrent Report that reflects the Company's comments, as well as any text as to which approval shall the Company has not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day periodcommented upon being given a reasonable opportunity to comment, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may henceforth be used by Parent in a filing other filings made by it with the Securities SEC and Exchange Commission, in other than a filing on Form 10K documents distributed by Parent in connection with the transactions contemplated by this Agreement without further review or Form 10Q, the disclosing Party shall provide copies consent of the disclosure reasonably in advance of such filing Signing Stockholders or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party Neither Connetics nor Pharmacia shall issue a press release or make in any other way announce to the public disclosure of the existence, terms, conditions of, or performance under this Agreement or the terms hereof without the prior written approval consent of the other Party of such press release Party, which consent shall not be unreasonably withheld, conditioned or public disclosure and delayed. Notwithstanding the content thereof; providedforegoing, that the Parties agree that disclosures the public announcement of information for which consent has been previously obtained and the execution of information this Agreement shall be in the form of a similar nature press release to that which has been previously disclosed publicly with respect be mutually agreed upon by the Parties on or before the Effective Date and thereafter each Party shall be entitled to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a or publish any public disclosure with respect statement substantially identical to the specific stage of development of each Licensed Product as stated contents thereof. The Parties further agree that Connetics shall have the right to refer to Pharmacia by name and to refer to minoxidil and Rogaine(R) in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10such press release. Each Party shall submit have the right to refer to this Agreement in filings with the U.S. Securities and Exchange Commission, national securities exchanges including the NASDAQ stock market or other regulatory bodies but only if, and to the extent, required by law. If either Party contemplates making any press release or public disclosure requiring the other Party’s approval such filing, it shall provide to the other Party, and at least five (5) Business Days before making such filing, a copy of such proposed filing. In the receiving event of a public disclosure required by applicable law prior to the end of such five Business Day period, the Party required to make such disclosure, if it legally may, shall have three (3) business days give the other Party at least two Business Days to review and approve any comment on such press release or public disclosure, which approval shall not be unreasonably withheld. If a Party was not legally able to give notice under the receiving previous sentence, it will furnish the other Party does not respond in writing within such three (3) business day period, with a copy of its disclosure as soon as practicable after the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldmaking thereof.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s 's approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s 's prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which Parent shall not require advance approvalconsult with the Company. Parent shall provide to Company for review and comment a draft of the Current Report on Form 8-K prior to filing with the SEC; and provided, further, that, with prior provided that unless objected to by the Company by written notice given to Celldex, Medarex may make a public disclosure with respect Parent within two (2) days after delivery to the specific stage of development of each Licensed Product as stated Company specifying the language to which reasonable objection is taken, any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be filed with SEC and used in a filing other filings made by Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Key (in the case of the Company and the Members) or the Company (in the case of Key), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of party and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; providedforegoing, that the Parties parties hereto agree that disclosures promptly as practicable after the execution of information for which consent has been previously obtained and this Agreement, Key will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of information of a similar nature to that which has been previously disclosed publicly this Agreement, with respect to this Agreement, each which Key shall not require advance approvalconsult with the Company. Key shall provide to Company for review and comment a draft of the Current Report on Form 8-K prior to filing with the SEC; and provided, further, that, with prior provided that unless objected to by the Company by written notice given to Celldex, Medarex may make a public disclosure with respect Key within two (2) days after delivery to the specific stage of development of each Licensed Product as stated Company specifying the language to which reasonable objection is taken, any language included in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including in a filing the Company and may be filed with the Securities SEC and Exchange Commission, used in other than a filing on Form 10K or Form 10Q, filings made by Key with the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except as otherwise required by lawprovided herein, rule or regulation, neither Party Purchaser and Seller shall issue a consult with each other before issuing any press release or make otherwise making any public statement or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) (a “Public Disclosure”) regarding the terms of this Agreement, the transactions contemplated hereby and the relationship between the Parties and their Affiliates in connection with such transactions, including with respect to the Business Collaboration Agreement or the terms hereof and their joint venture arrangements, and neither Purchaser nor Seller shall make any Public Disclosure without the prior written approval of the other. In the event that any Public Disclosure is required by Applicable Law or by obligations pursuant to any listing agreement with any national or other Party of such press release or public disclosure and recognized securities exchange, to the content thereof; providedextent reasonably practicable, that the Parties agree that disclosures of information for which will reasonably cooperate to finalize such Public Disclosure, and obtain the consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report Party entitled to consent thereon under this Section 6.3, within the time required by such Applicable Law or listing agreement to make such public disclosure; provided to Medarex that in no event shall the provisions of this Section 6.3 prevent a Party from timely making any Public Disclosure as may be required by Celldex pursuant to Section 4.10Applicable Law or any applicable securities exchange. Each Party shall submit any press release or public disclosure requiring In addition, Purchaser and Seller (and their respective Affiliates) may, without the other Party’s approval to prior consent of the other Party, issue or make any Public Disclosure that is consistent with and not more expansive than any Public Disclosure that was previously made in compliance with the receiving Party shall have three (3) business days terms of this Section 6.3. For the avoidance of doubt, without prejudice to review the foregoing, from and approve any such press release or public disclosure, which approval after the JV Closing the provisions of this Section 6.3 shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day periodapply to press releases, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing statements or other disclosure for the nondisclosing Party’s prior review by Purchaser and comment and the Parties shall thereafter mutually agree upon its Affiliates to the extent and nature regarding the operations of the Business, JV Holding Singapore or any such disclosures, such agreement not to be unreasonably withheldJV Subsidiary.