Common use of Public Disclosure Clause in Contracts

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, or the subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, rule or of any stock exchange on which securities issued by a Party are publicly traded)regulation, neither Party shall issue a press release or make any other public disclosure concerning of this Agreement, Agreement or the subject matter hereof, terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, 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 the other PartyCelldex pursuant to Section 8.4. 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 to the other Party for its prior review and approvaldisclosure, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release in writing within fifteen such three (153) days from submissionbusiness day period, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, includingrule or regulation, without limitation, including in a filing with the SECSecurities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing nondisclosing Party’s prior review and comment and the Parties shall give due consideration thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtunreasonably withheld.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, rule or of any stock exchange on which securities issued by a Party are publicly traded)regulation, neither Party shall issue a press release or make any other public disclosure concerning of this Agreement, Agreement or the subject matter hereof, 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 the other PartyCelldex 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 to the other Party for its prior review and approvaldisclosure, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release in writing within fifteen such three (153) days from submissionbusiness day period, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, includingrule or regulation, without limitation, including in a filing with the SECSecurities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing nondisclosing Party’s prior review and comment and the Parties shall give due consideration thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtunreasonably withheld.

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, (including, without limitation, disclosure requirements of Law or by any Governmental Entity and except to the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, or extent that the subject matter hereof, without the prior written approval text of such press release is substantially similar to text that has previously been publicly disclosed by Seller or public disclosure by Buyer in accordance with the other Party. Each Party shall submit any such press release terms of this Agreement or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect is substantially similar to any public announcement containing any of such Party’s confidential Informationmutually agreed upon communication plan. If In the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents case of any such press release 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 made as required by Bayer 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 Licensee 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 disclosures (other than press releases) with respect to the transactions contemplated by this Agreement shall be: (i) accuracy; (ii) compliance and any Ancillary Documents to be consistent with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; parties’ prior disclosures and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeany mutually agreed upon communication plan. Notwithstanding the foregoing, either Party may issue Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of 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 telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such press releases as it determines, based on advice disclosure and acting in good faith to take into account the reasonable comments of counsel, are reasonably necessary to comply with law or for appropriate market disclosure. It is understoodSeller; provided, however, that unless required by law, the Parties shall Buyer will not disclose the specific financial terms and conditions of this Agreementany information that is competitively sensitive to Seller, without the obtaining Seller’s prior written consent of consent. To the other Party. In additionextent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to party shall give the non-disclosing Party for the non-disclosing Party’s prior party a reasonable opportunity to review and comment (and shall give due consideration to in good faith take into account the comments of such party) on the scope of any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement redactions and requests for which confidential treatment should be soughtof the terms hereof.

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, (including, without limitation, disclosure requirements or 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 SEC, transaction public or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall otherwise issue a press release or make any other public disclosure concerning 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, Agreement or the subject matter hereof, without the prior written approval of such press release or public disclosure transaction as may be reasonably requested by the other Party. Each Party shall submit any party and disclose only such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 information as is legally compelled to be observed disclosed. This provision will not apply to communications by Bayer any party to its counsel, accountants and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeother professional advisors. Notwithstanding the foregoing, either Party may issue such press releases the parties hereto agree that promptly 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, practicable after the Parties shall not disclose the specific financial terms and conditions execution of this Agreement, without Buyer will file with the prior SEC the Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, with respect to which Buyer shall consult with Sellers. Unless objected to by Sellers by written consent of notice given to Buyer within five (5) days after such filing specifying the language to which objection is taken, any language included in such Form 8-K shall be deemed to have been approved by Sellers and may be used in other Party. In addition, if a public disclosure is required filings made by law, including, without limitation, in a filing Buyer with the SEC, but Seller shall have no liability if the disclosing Party shallForm 8-K filed by Buyer contains any untrue statement of a material fact made by Buyer or omits to state a material fact required to be stated therein by Buyer or necessary to make the statements contained therein, reasonably in advance of such filing or other disclosure, provide copies light of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments circumstances under which they were made by the non-disclosing Party relating to such filingBuyer, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtnot misleading.

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 making any disclosure with respect to the First Merger, this Agreement (including the Pathlore Schedules) or a Pathlore Acquisition Proposal and will not issue any such press release or make any such public statement or other disclosure 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 Nasdaq National Market. In the event either SumTotal or Pathlore (or any of their respective representatives) are requested to, or required by lawby, applicable law or regulation (including, without limitation, disclosure requirements 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 SECforegoing, the disclosing party (the “Disclosing Party”) shall notify the other party (the “Non-Disclosing Party”) with prompt notice of such request or requirement in order to enable the Non-Disclosing Party (i) to seek an appropriate protective order or other remedy, (ii) to consult with the Disclosing Party with respect to the Non-Disclosing Party’s taking steps to resist or narrow the scope of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release such request or make any legal process or (iii) to waive compliance in whole or in party with the terms of this Section 5.7 and the Confidentiality Agreement. In the event that such protective order or other public disclosure concerning this Agreementremedy is not obtained, or the subject matter hereofNon-Disclosing Party waives compliance, without in whole or in party, with the prior written approval 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 press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 is legally required to be observed by Bayer disclosed and Licensee in public disclosures with respect to this ensure that any information deemed to be “Proprietary Information” under the Confidentiality Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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 that is understood, however, that unless required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the other Partydisclosed will be accorded confidential treatment. In addition, if a public disclosure is required by law, including, without limitation, in a filing the event that the Disclosing Party or its representatives shall have complied fully with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should Section 5.7 and the Confidentiality Agreement, such disclosure may be soughtmade by the Disclosing Party or its representatives without any liability.

Public Disclosure. Except (a) The terms and conditions of this Agreement are Confidential Information hereunder and, except as otherwise required by lawexpressly set forth herein, (including, the Parties shall not disclose any terms or conditions of this Agreement to any Third Party without limitation, disclosure requirements first obtaining the written approval of the SECother Party prior to such disclosure. Additionally, the Parties shall not use any name or trademark of the other Party in any stock exchange on which securities issued by a Party are publicly traded)publicity without the prior written approval of the other Party. After the Execution Date, neither AVEO may issue one or more press releases, subject to the prior approval of Schering-Plough, such approval not to be unreasonably withheld, delayed or conditioned. (b) Neither Party shall issue a any additional press release or make any other public disclosure concerning this Agreement, Agreement or the subject matter hereof, hereof without first following the prior written approval procedure of such press this Section 9.3(b). The disclosing Party shall provide the other Party with a copy of the proposed release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure for review and comment as soon as reasonably practicable prior to the other Party for its prior proposed disclosure date; provided that such right of review and approvalcomment shall only apply for the first time that specific information is to be disclosed, which approval and shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond apply to the submission subsequent disclosure of a press release within fifteen (15) days from submission, the same specific information that has previously been approved for disclosure. The Party proposing to make the press release or other public disclosure shall be deemed approved. The contents of give due consideration to any reasonable comments by the other Party relating to such proposed press release 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-approvalother public disclosure. The principles to be observed by Bayer Schering-Plough and Licensee AVEO in press releases or other public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal requirements; (iii) requirements and the requirements of confidentiality under this Article VIII; and (iv) normal business practice in IX. For the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoingavoidance of doubt, either Party may issue such press releases as it determines, based on the reasonable advice of counsel, are reasonably necessary to comply with law or for appropriate market disclosureLaw. It is understood, however, that except as provided in Section 9.3(c), or unless required by lawLaw in the reasonable opinion of counsel, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent any plans, projections or forecasts for clinical trials, regulatory approval, marketing or Commercialization of the Licensed Product or other Partynon-factual or speculative information in any press release or other public disclosure. In addition, if a public disclosure is required by lawLaw in the reasonable opinion of counsel, including, including without limitation, limitation in a filing with the SECUnited States Securities and Exchange Commission, the disclosing Party shall, reasonably shall provide copies of the proposed disclosure in advance (as set forth herein) of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, including without limitation, limitation the provisions of this Agreement for which confidential treatment should be sought. In the event a Party believes that it is required by Law to make a disclosure under this Section 9.3(b) and the non-disclosing Party disagrees with such conclusion, the Parties shall, through their attorneys, discuss and seek to resolve such disagreement. (c) Notwithstanding any other provisions to the contrary in this Article IX, each Party shall be entitled to disclose the terms (including the financial terms) of this Agreement to a Party’s or its Affiliates’ accountants and attorneys on the condition that such entities or persons agree to keep such terms confidential for the same time periods and to the same extent as such Party is required to keep such terms confidential. Subject to the prior written approval of Schering-Plough, not to be unreasonably withheld, AVEO may disclose the terms of this Agreement to its other professional financial advisors and any existing or potential bona fide acquirers, investors or lenders on the condition that such entities or persons agree to keep such terms confidential for the same time periods and to the same extent as AVEO is required to keep such terms confidential. For the sake of clarity, Schering-Plough may only withhold such approval if there is a good faith disagreement between the Parties over whether a Third Party to whom AVEO is proposing to make the disclosure satisfies the requirements of this Section 9.3(c). -40-

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, Agreement or the subject matter hereof, hereof without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer Schering and Licensee Molecular Insight in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal requirements; (iii) , the requirements of confidentiality under this Article VIII; Section 5 and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer Schering and LicenseeMolecular 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a with the exception of any filing with the SECUS Securities and Exchange Commission, and provided, however, that such exception does not apply to the disclosure of this Agreement and/or its Annexes, nor any documents or data related to this Agreement, or the cooperation hereunder, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s 's prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, including without limitation, limitation the provisions of this Agreement for which confidential treatment should be sought.

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, (including, without limitation, disclosure requirements of Law or by any Governmental Entity and except to the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, or extent that the subject matter hereof, without the prior written approval text of such press release is substantially similar to text that has previously been publicly disclosed by Seller or public disclosure by Buyer in accordance with the other Party. Each Party shall submit any such press release terms of this Agreement or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect is substantially similar to any public announcement containing any of such Party’s confidential Informationmutually agreed upon communication plan. If In the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents case of any such press release 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 made as required by Bayer 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 Licensee 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 disclosures (other than press releases) with respect to the transactions contemplated by this Agreement shall be: (i) accuracy; (ii) compliance and any Ancillary Documents to be consistent with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; parties’ prior disclosures and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeany mutually agreed upon communication plan. Notwithstanding the foregoing, either Party may issue Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of 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 telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such press releases as it determines, based on advice disclosure and acting in good faith to take into account the reasonable comments of counsel, are reasonably necessary to comply with law or for appropriate market disclosure. It is understoodSeller; provided, however, that unless required by law, the Parties shall Buyer will not disclose the specific financial terms and conditions of this Agreementany information that is competitively sensitive to Seller, without the obtaining Seller's prior written consent of consent. To the other Party. In additionextent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to party shall give the non-disclosing Party for the non-disclosing Party’s prior party a reasonable opportunity to review and comment (and shall give due consideration to in good faith take into account the comments of such party) on the scope of any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement redactions and requests for which confidential treatment should be soughtof the terms hereof.

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, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded)applicable Law, neither Party shall issue a any additional press release or make any other public disclosure concerning this Agreement, Agreement or the subject matter hereof, hereof without first providing the prior written approval other Party with a copy of such press the proposed release or public disclosure by for review and comment, provided that such right of review and comment shall only apply for the other Party. Each Party first time that specific information is to be disclosed, and shall submit any such press release or public disclosure not apply to the other subsequent disclosure of substantially similar information that has previously been disclosed. The Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party proposing to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, make the press release or other public disclosure shall be deemed approved. The contents of give due consideration to any reasonable comments by the other Party relating to such proposed press release 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-approvalother public disclosure. The principles to be observed by Bayer Biodesix and Licensee AVEO in press releases or other public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal requirements; (iii) , the requirements of confidentiality under this Article VIII; X and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer Biodesix and LicenseeAVEO. Notwithstanding For the foregoingavoidance of doubt, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law applicable Law or for appropriate market disclosure. It is understood, however, that unless except as required by lawapplicable Law, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the Agreement in any press release or other Partypublic disclosure. In addition, if a public disclosure is required by lawapplicable Law, including, without limitation, including in a filing with the SECUnited States Securities and Exchange Commission, the disclosing Party shall, shall provide copies of the proposed disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, without limitation, including the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except as otherwise required by lawEach Party hereto agrees to consult with the other Party before issuing or making, (includingand to provide the other Party a reasonable prior opportunity to review, without limitationcomment on and concur with, and use all reasonable efforts to agree on, any press release, public statement or disclosure requirements of with respect to the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, Transaction Documents or the subject matter hereoftransactions contemplated hereby or thereby, and further agrees not to issue any such press release, public statement or disclosure without the prior written approval consent (including via email) of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval such consent shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseewithheld. Notwithstanding the foregoing, either any 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 Agreementmay, without the prior written consent of the other Party. In addition, (i) issue 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 statement or disclosure is required by to be released pursuant to applicable law, includingregulation or any listing rule of the NYSE and (ii) issue, without limitationmake, in a filing comment on or concur with any press release, public statement or disclosure with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure respect to the non-disclosing Party for Transaction Documents or the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by transactions contemplated hereby or thereby that is the non-disclosing Party relating to such filingsame, including, without limitation, the provisions of this Agreement substantially similar or consistent with disclosure for which confidential treatment should be soughtthe other Party has previously provided its written consent.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, law or of any stock exchange on which securities issued by a Party are publicly traded)Regulatory Authority, neither Party shall issue a press release or make any other public disclosure concerning this Agreement, or the subject matter hereof, Agreement without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release within fifteen (15) days [*] 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 press release 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 Licensee Vincera in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal and regulatory requirements; (iii) , the requirements of confidentiality under this Article VIII; 6 and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and LicenseeVincera. 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 lawlaw or Regulatory Authority, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the other Party. In addition, if a public disclosure is required by lawlaw or Regulatory Authority, including, including without limitation, limitation in a filing with the SECUS Securities and Exchange Commission, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, including without limitation, limitation the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, rule or of any stock exchange on which securities issued by a Party are publicly traded)regulation, neither Party shall issue a press release or make any other public disclosure concerning of this Agreement, Agreement or the subject matter hereof, 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 the other PartyCelldex 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 to the other Party for its prior review and approvaldisclosure, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release in writing within fifteen such three (153) days from submissionbusiness day period, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, includingrule or regulation, without limitation, including in a filing with the SECSecurities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing nondisclosing Party’s 's prior review and comment and the Parties shall give due consideration thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtunreasonably withheld.

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, Inc. (including“Required Disclosure”), without limitation, disclosure requirements and except as required for the solicitation of the SECapproval of the Company’s shareholders, or the pursuit of any stock exchange on which securities issued by a Party are publicly traded)third-party consents, neither Party shall issue a press release or make any other public disclosure concerning and announcements to and discussions with employees of the Company reasonably required in furtherance of the Amalgamation and the performance of the parties’ obligations pursuant to this Agreement, neither the Company nor Purchaser shall issue or cause the subject matter hereof, without the prior written approval publication of such any press release or public disclosure by the other Party. Each Party shall submit any such press release announcement or public disclosure to any third party of the other Party for its prior review and approvalexistence or any subject matter, which approval shall not be unreasonably withheld terms or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any conditions of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release or similar publicity that has been reviewed and this Agreement unless jointly approved by Purchaser and the reviewing Party can be re-released by either Party without a requirement for re-approval. The principles Company prior to be observed by Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseerelease, announcement or disclosure. Notwithstanding the foregoing, either Party may issue 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 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 releases as it determinesrelease, based on advice of counselpublic filing (which filing a party determines to be voluntary) or report, are reasonably necessary public statement or otherwise) that is not a Required Disclosure shall be mutually agreed in advance by the parties, which agreement shall not be unreasonably withheld. Subject to comply with law or for appropriate market disclosure. It is understood, however, that unless required by lawthe foregoing, the Parties Company shall ensure that a notice (the “Notice”) is published in Bermuda’s Royal Gazette not disclose less than thirty-one (31) days prior to the specific financial terms and conditions of this Agreement, without the prior written consent Effective Time advising of the other Party. In addition, if Amalgamation and that creditors have a public disclosure is required by law, including, without limitation, in a filing with period of thirty (30) days from the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies date of the disclosure Notice to object to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtAmalgamation.

Public Disclosure. Except as otherwise required by lawlaw or regulation, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), ----------------- neither Party party shall issue a press release or make any other public disclosure concerning this Agreement, of the existence of or the subject matter hereof, terms of this Agreement or any aspect of the research conducted pursuant to this Agreement without the prior written approval of such press release or public disclosure by the other Partyparty hereto. Each Party party shall submit any such press release or public disclosure to the other Party for its prior party, and the receiving party shall have [*****] to review and approvalapprove any such press release or 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 or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does party shall not respond to the submission of a press release within fifteen (15) days from submissionsuch [*****] period, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice In addition if, in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoing, either Party may issue such press releases as it determines, based on advice reasonable opinion of a disclosing party's counsel, are reasonably necessary to comply with law or for appropriate market disclosure. It is understood, however, that unless a public disclosure shall be required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreementregulation or court order, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, including without limitation, in a filing with the SECUnited States Securities and Exchange Commission, the disclosing Party shall, party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s nondisclosing party's prior review and comment and comment; the nondisclosing party shall give due consideration to any reasonable comments by the non-disclosing Party relating to provide its comments, if any, on such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtannouncement as soon as practicable.

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, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded)Law, neither Party shall issue a any additional press release or make any other public disclosure concerning this Agreement, Agreement or the subject matter hereof, hereof without first providing the prior written approval other Party with a copy of such press the proposed release or public disclosure by for review and comment, provided that such right of review and comment shall only apply for the other Party. Each Party first time that specific information is to be disclosed, and shall submit any such press release or public disclosure not apply to the other subsequent disclosure of substantially similar information that has previously been disclosed. The Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party proposing to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, make the press release or other public disclosure shall be deemed approved. The contents of give due consideration to any reasonable comments by the other Party relating to such proposed press release 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-approvalother public disclosure. The principles to be observed by Bayer Schering and Licensee PTC in press releases or other public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal requirements; (iii) , the requirements of confidentiality under this Article VIII; 7 and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer Schering and LicenseePTC. Notwithstanding For the foregoingavoidance of doubt, either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law Law or for appropriate market disclosure. It is understood, however, that unless required by lawLaw, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the Agreement in any press release or other Partypublic disclosure. In addition, if a public disclosure is required by lawLaw, including, including without limitation, limitation in a filing with the SECUnited States Securities and Exchange Commission, the disclosing Party shall, shall provide copies of the proposed disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s 's prior review and comment and shall give due EXECUTION VERSION consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, including without limitation, limitation the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except as otherwise required 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 law, 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 limitation, disclosure requirements the prior consent of the SECother party, except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a trading system, 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 stock exchange on which securities issued by a Party are publicly traded)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 concerning 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, Agreement or the subject matter hereof, without the prior written approval of such press release or public disclosure transaction as may be reasonably requested by the other Partyparty and disclose only such information as is legally compelled to be disclosed. Each Party shall submit This provision will not apply to communications by any such press release or public disclosure party to the its counsel, accountants and other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any professional advisors. The form of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee released in public disclosures connection with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeis attached hereto. Notwithstanding the foregoing, either Party may issue such press releases the parties hereto agree that promptly 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, practicable after the Parties shall not disclose the specific financial terms and conditions execution of this Agreement, without IGPAC will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, with respect to which IGPAC shall consult with Parent and provide Parent with a draft of such Current Report no less than two (2) Business Days prior to the filing. Unless objected to by Parent by written consent of 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 Current Report accordingly), any language included in such Current Report shall be deemed to have been approved by Parent and may be used in other Party. In addition, if a public disclosure is required filings made by law, including, without limitation, in a filing IGPAC or Parent with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except (a) The terms and conditions of this Agreement are Confidential Information hereunder and, except as otherwise required by lawexpressly set forth herein, (including, the Parties shall not disclose any terms or conditions of this Agreement to any Third Party without limitation, disclosure requirements first obtaining the written approval of the SECother Party prior to such disclosure. Additionally, the Parties shall not use any name or trademark of the other Party in any stock exchange on which securities issued by a Party are publicly traded)publicity without the prior written approval of the other Party. After the Execution Date, neither AVEO may issue one or more press releases, subject to the prior approval of Schering-Plough, such approval not to be unreasonably withheld, delayed or conditioned. (b) Neither Party shall issue a any additional press release or make any other public disclosure concerning this Agreement, Agreement or the subject matter hereof, hereof without first following the prior written approval procedure of such press this Section 9.3(b). The disclosing Party shall provide the other Party with a copy of the proposed release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure for review and comment as soon as reasonably practicable prior to the other Party for its prior proposed disclosure date; provided that such right of review and approvalcomment shall only apply for the first time that specific information is to be disclosed, which approval and shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond apply to the submission subsequent disclosure of a press release within fifteen (15) days from submission, the same specific information that has previously been approved for disclosure. The Party proposing to make the press release or other public disclosure shall be deemed approved. The contents of give due consideration to any reasonable comments by the other Party relating to such proposed press release 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-approvalother public disclosure. The principles to be observed by Bayer Schering-Plough and Licensee AVEO in press releases or other public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) , compliance with applicable legal requirements; (iii) requirements and the requirements of confidentiality under this Article VIII; and (iv) normal business practice in IX. For the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoingavoidance of doubt, either Party may issue such press releases as it determines, based on the reasonable advice of counsel, are reasonably necessary to comply with law or for appropriate market disclosureLaw. It is understood, however, that except as provided in Section 9.3(c), or unless required by lawLaw in the reasonable opinion of counsel, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent any plans, projections or forecasts for clinical trials, regulatory approval, marketing or Commercialization of the Licensed Product or other Partynon-factual or speculative information in any press release or other public disclosure. In addition, if a public disclosure is required by lawLaw in the reasonable opinion of counsel, including, including without limitation, limitation in a filing with the SECUnited States Securities and Exchange Commission, the disclosing Party shall, reasonably shall provide copies of the proposed disclosure in advance (as set forth herein) of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing filing Party relating to such filing, including, including without limitation, limitation the provisions of this Agreement for which confidential treatment should be sought. In the event a Party believes that it is required by Law to make a disclosure under this Section 9.3(b) and the non-disclosing Party disagrees with such conclusion, the Parties shall, through their attorneys, discuss and seek to resolve such disagreement. (c) Notwithstanding any other provisions to the contrary in this Article IX, each Party shall be entitled to disclose the terms (including the financial terms) of this Agreement to a Party’s or its Affiliates’ accountants and attorneys on the condition that such entities or persons agree to keep such terms confidential for the same time periods and to the same extent as such Party is required to keep such terms confidential. Subject to the prior written approval of Schering-Plough, not to be unreasonably withheld, AVEO may disclose the terms of this Agreement to its other professional financial advisors and any existing or potential bona fide acquirers, investors or lenders on the condition that such entities or persons agree to keep such terms confidential for the same time periods and to the same extent as AVEO is required to keep such terms confidential. For the sake of clarity, Schering-Plough may only withhold such approval if there is a good faith disagreement between the Parties over whether a Third Party to whom AVEO is proposing to make the disclosure satisfies the requirements of this Section 9.3(c).

Public Disclosure. Except as otherwise to the extent previously disclosed or to the extent the parties believe that they are required by lawapplicable law or regulation to make disclosure, (prior to Closing, no party shall issue any statement or communication to the public regarding the Transaction without the consent of the other party, which consent shall not be unreasonably withheld. To the extent a party hereto believes it is required by law or regulation to make disclosure regarding the Transaction, it shall, if possible, immediately notify the other party prior to such disclosure. Notwithstanding the foregoing, the parties hereto agree that Applied Spectrum will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act reasonably acceptable to the Company to report the execution of this Agreement and that any party hereto may file any reports as required by the Exchange Act including, without limitation, disclosure requirements of the SEC, or of any stock exchange reports on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning Schedule 13D. Notwithstanding anything contained in this Agreement, or the subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure Agreement to the other Party for its prior review and approvalcontrary, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee nothing contained in public disclosures with respect to this Agreement shall be: prevent the board of directors of Applied Spectrum, or their respective representatives from, prior to the Closing (iA) accuracycomplying with Rule 14e-2 promulgated under the Exchange Act with regard to an Acquisition Proposal, if applicable, or otherwise complying with the Exchange Act; (iiB) compliance with applicable legal requirementsproviding information in response to a request therefore by a person who has made a bona fide unsolicited Acquisition Proposal; (iiiC) engaging in any negotiations or discussions with any person who has made a bona fide unsolicited Acquisition Proposal or otherwise facilitating any effort or attempt to implement an Acquisition Proposal; or (D) withdrawing or modifying the requirements approval or recommendation by Applied Spectrum’s board of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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 directors of this Agreement, without approving or recommending any Acquisition Proposal or causing the prior written consent applicable party to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement relating to any Acquisition Proposal, if, and only to the extent that in each such case referred to in clause (B), (C) or (D) above, Applied Spectrum’s board of directors determines in good faith, after consultation with outside legal counsel that such action is necessary to act in a manner consistent with the directors’ fiduciary duties under applicable law and determines in good faith after consultation with its financial advisors that the person or group making such Acquisition Proposal has adequate sources of financing to consummate such Acquisition Proposal and that such Acquisition Proposal, if consummated as proposed, is materially more favorable to the stockholders of Applied Spectrum from a financial point of view (any such more favorable Acquisition Proposal being referred to as a “Superior Proposal“) and determines in good faith that such Superior Proposal is reasonably capable of being consummated, taking into account legal, financial, regulatory and other aspects of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with proposal and the SEC, person making the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtproposal.

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, (including, without limitation, disclosure requirements or 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 SEC, Transaction public or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall otherwise issue a press release or make any other public disclosure concerning 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, Agreement or the subject matter hereof, without the prior written approval of such press release or public disclosure Transaction as may be reasonably requested by the other PartyParty and disclose only such information as is legally compelled to be disclosed. Each This provision will not apply to communications by (x) any Party shall submit 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 press release or communication to the extent that it involves any public disclosure of information not previously the subject of a public disclosure and, if necessary, to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for make a Party to withhold consent with respect to any simultaneous public announcement containing any disclosure of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeinformation). 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 hereto agree that promptly as practicable after the specific financial terms and conditions execution of this Agreement, without Freedom will file with the prior written consent SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, with respect to which Freedom shall consult with the Sellers’ Representative. Freedom shall provide to Sellers’ Representative for review and comment a draft of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a Current Report on Form 8-K prior to filing with the SEC, ; provided that unless objected to by the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure Sellers’ Representative by written notice given to Freedom within two (2) days after delivery to the non-disclosing Party for Sellers’ Representative specifying the non-disclosing Party’s prior review and comment and language to which reasonable objection is taken, any language included in such Current Report shall give due consideration be deemed to any reasonable comments have been approved by the non-disclosing Party relating to such filing, including, without limitation, Sellers’ Representative and may be filed with the provisions of this Agreement for which confidential treatment should be soughtSEC and used in other filings made by Freedom with the SEC.

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, (includingor pursuant to, without limitation, disclosure requirements 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 SEC, transaction public or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall otherwise issue a press release or make any other public disclosure concerning 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, Agreement or the subject matter hereof, without the prior written approval of such press release or public disclosure transaction as may be reasonably requested by the other Party. Each Party shall submit any party and disclose only such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 information as is legally compelled to be observed disclosed. This provision will not apply to communications by Bayer any party to its counsel, accountants and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeother professional advisors. Notwithstanding the foregoing, either Party may issue such press releases the parties hereto agree that 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, promptly as practicable after the Parties shall not disclose the specific financial terms and conditions execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement with respect to which the Company may review and comment upon prior to filing and that any language included in such Current Report that reflects the Company's comments, as well as any text as to which the Company has not commented upon being given a reasonable opportunity to comment, shall be deemed to have been approved by the Company and may henceforth 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 further review or consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with Signing Stockholders or the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtCompany.

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”), (includingwhich each Party will release at a time to be mutually agreed by the Parties. The JSC shall review and approve, without limitationfrom time to time, disclosure requirements proposed disclosures of the SECParties relating to this Collaboration (or related activities, results or events) and [***] of any stock exchange on which securities issued [***] 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 publicly 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 concerning regarding the terms or existence of this Agreement, Agreement or the subject matter hereof, Collaboration without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review Party, and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond shall have [***] ([***]) [***] from receipt to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of review and approve any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseedisclosure, [***] or [***]. Notwithstanding the foregoing, either Party may issue such preceding requirements related to a press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law release or for appropriate market other public disclosure. It is understood, however, that unless required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the other Party. In addition, if a public disclosure is required by lawApplicable Law, including, including without limitation, limitation in a filing with the SECU.S. Securities and Exchange Commission, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance (at least [***] ([***]) [***] for the [***] the [***]) of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and comment. The first approval of the contents of a press release or public disclosure shall give due consideration constitute permission to any reasonable comments by use such contents subsequently without submission of the non-disclosing press release or public disclosure to the other Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtapproval.

Public Disclosure. (a) The Parties agree that the Company shall be permitted to make a single public announcement of the execution of this Agreement and the Voting Agreement which shall be in the form of the press release attached as Exhibit H to the Option Agreement. Either Party shall have the right to disclose all or a portion of such press release at any time. Any further written publication, news release or other written public announcement relating to this Agreement, the Voting Agreement or the performance hereunder or thereunder shall require mutual agreement and first be reviewed and approved by both Parties; provided, however, that, [***]Confidential Treatment Requested. 15 subject to Section 5.04(b), any disclosure which is required by applicable law as advised by the disclosing Party’s counsel may be made without the prior consent of the other Party, although the other Party shall be given prompt notice of any such legally required disclosure and the disclosing Party shall use commercially reasonable efforts to provide the other Party an opportunity to discuss and comment on the proposed disclosure and consider such comments in good faith before making such disclosure. Except as otherwise required provided by law, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded)foregoing, neither Party shall issue a use the name(s) of the other Party or the other Party’s personnel who have participated in this Agreement or the Voting Agreement, or any abbreviation or variant thereof, in any press release or make any other public disclosure concerning commercial advertisement or similar material, unless such Party obtains in advance the written consent of the named Party. (b) A copy of this AgreementAgreement and the Voting Agreement may be filed by either Party or its Affiliates with the SEC or equivalent securities agency if such filing is, or in the subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any reasonable opinion of such Party’s confidential Informationlegal counsel, required by applicable law. If Before filing this Agreement or the receiving Party does not respond to Voting Agreement, or any of the submission of a press release within fifteen (15) days from submissionterms hereof or thereof, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect pursuant to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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 lawsubsection, the Parties shall not disclose will consult with one another on the specific financial terms and conditions of this AgreementAgreement or the Voting Agreement to be redacted in making any such filing, without with the prior written consent Party that is required, or whose Affiliate is required, to file this Agreement providing as much advanced notice as is feasible under the circumstances, and considering in good faith the comments of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing connection with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, includingsuch Party shall endeavor, without limitationat its own expense, the provisions of this Agreement for which to obtain confidential treatment should be soughtof such terms reasonably requested by the other Party and other trade secret information to the extent permitted by such securities agency.

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”), (includingwhich each Party will release at a time to be mutually agreed by the Parties. The JSC shall review and approve, without limitationfrom time to time, disclosure requirements proposed disclosures of the SECParties relating to this Collaboration (or related activities, results or of any stock exchange on which securities issued 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 publicly 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 concerning regarding the terms or existence of this Agreement, Agreement or the subject matter hereof, Collaboration without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review Party, and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond shall have [***] from receipt to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of review and approve any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseedisclosure, [***]. Notwithstanding the foregoing, either Party may issue such preceding requirements related to a press releases as it determines, based on advice of counsel, are reasonably necessary to comply with law release or for appropriate market other public disclosure. It is understood, however, that unless required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the other Party. In addition, if a public disclosure is required by lawApplicable Law, including, including without limitation, limitation in a filing with the SECU.S. Securities and Exchange Commission, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance [***] of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and comment. The first approval of the contents of a press release or public disclosure shall give due consideration constitute permission to any reasonable comments by use such contents subsequently without submission of the non-disclosing press release or public disclosure to the other Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtapproval.

Public Disclosure. Except 7.5.1 Neither Party shall mention or otherwise use the name, logo or trademark of the other Party or any of its Affiliates or any abbreviation or adaptation thereof in any advertising, marketing, promotional or sales literature or other form of publicity, except as otherwise follows: (a) Subject to Section 7.5.1(c), each Party may state that they have entered into this Agreement. For this purpose, each Party may use the name of the other Party, and may make a high level non-confidential statement about the existence, scope and key terms of this contractual relationship, and development and regulatory status of any Products associated with Optioned Programs. (b) Either Party or its Affiliates may make such a disclosure to the extent required by law, (including, without limitation, disclosure requirements of the SEC, or rules of any stock exchange nationally recognized securities exchange, quotation system or over-the-counter market on which such Party has its securities issued by listed or traded. (c) Upon either Party’s request, the Parties shall cooperate in good faith to mutually agree on a Party are publicly traded)press release with respect to this Agreement. Except for any subsequent announcements that contain no additional information that is not included in such press release, neither Party shall issue a any other public announcement, press release or make any other public disclosure concerning regarding this Agreement, Agreement or the its subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each ’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. 7.5.2 If either Party is required to file this Agreement with the U.S. Securities and Exchange Commission, any successor or replacement agency, or its foreign equivalent, the filing Party shall submit use commercially reasonable efforts to secure confidential treatment of this Agreement consistent with such mutually agreed redacted version. 7.5.3 Once a Collaboration Target becomes a Declined Program or becomes Removed Target (or Novartis’ rights thereto terminate pursuant to Section 9.7), Collaboration Know-How specifically and solely relating to such Collaboration Target (and/or any Identified TCR Directed to such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15Collaboration Target) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer the Confidential Information of TScan only. Additionally, Collaboration Know-How specifically and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration solely relating to any reasonable comments by the non-disclosing Party relating Collaboration Target (and/or any Identified TCR Directed to such filing, including, without limitation, the provisions Collaboration Target) shall cease to be deemed Collaboration Know-How once such Collaboration Target becomes a Removed Target (but shall remain Confidential Information of this Agreement for which confidential treatment should be soughtTScan).

Public Disclosure. Except as otherwise required The Supporting Holders hereby consent to the disclosure by lawthe Companies in any press release, filings with the SEC or other public announcement or disclosure (including, without limitation, disclosure requirements a “Public Statement”) of the execution, material terms and contents of this Agreement (including the filing of this Agreement with the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party the Offering Memorandum, the Consent Solicitation Statement, the Commitment Letter, the Termination Payment Letter and the Definitive Documents. For the avoidance of doubt, Public Statements shall issue a press release not include any communications to directors, employees, associates or make other internal parties of the Companies. The Companies and GSO shall use reasonable commercial efforts to (1) consult with each other before issuing any other public disclosure concerning Public Statement with respect to the Transactions contemplated by this Agreement, or (2) provide to each other a copy of any such Public Statement for review and comment at least twelve (12 hours) (at least eight (8) of which shall be regular business hours between 9 a.m. to 5 p.m. (New York City time)) prior to the subject matter hereof, without intended publication of such Public Statement and (3) not issue any such Public Statement prior to such consultation and review and the receipt of the prior written approval consent of such press release the Companies and the reasonable consent of GSO, unless required by applicable law or public disclosure by regulations of any applicable stock exchange or governmental authority, including the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approvalSEC (each, an “Authority”), in which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submissioncase, the press release Party required to issue the Public Statement shall, prior to issuing such Public Statement, use commercially reasonable efforts to allow the Companies or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoingGSO, either Party may issue such press releases as it determinesapplicable, based on the advice of counseltheir respective external legal advisor, are reasonably necessary reasonable time to comply with law or for appropriate market disclosure. It comment on such Public Statement to the extent practicable and shall in good faith consider and include such comments, unless the Party required to issue the Public Statement is understood, howeveradvised by its external legal advisor not to include such comments; provided, that unless required by law, the Parties (a) any Supporting Holder that is not GSO shall not disclose the specific financial terms and conditions of this Agreementnot, without the prior written consent of the Companies, issue any Public Statement with respect to the Transactions contemplated by this Agreement, (b) no Party is obligated to consult with any other Party. In additionParty with respect to any Public Statement that is in substance consistent with prior Public Statements that have been reviewed by the other Party in compliance with this Section 26 and does not include any additional material information with respect to the Transaction, if a public disclosure is and (b) no Party need consult with any other Party with respect to any Public Statement relating to the termination of this Agreement pursuant to the terms hereof; provided, further, that except as set forth in the Offering Memorandum, the Consent Solicitation Statement and the Definitive Documents and except as required by lawlaw or any rule or regulation of any Authority, includingthe Companies shall not, without limitationsuch Supporting Holder’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), (x) use the name of a Supporting Holder or its controlled affiliates, officers, directors, managers, stockholders, members, employees, partners, representatives or agents in a any press release or filing with the SECSEC or (y) disclose the individual holdings of a Supporting Holder to any person; provided, further, that the disclosing Party shallforegoing shall not prohibit the disclosure of (i) the aggregate percentage or aggregate principal amount of holdings held by the Initial Supporting Holders and (ii) the aggregate percentage or aggregate principal amount of holdings held by the Supporting Holders. For the avoidance of doubt, reasonably in advance of such filing or Hovnanian’s Form 8-K filed on the date hereof, together with the documents and the press releases filed as exhibits thereto, and any other disclosure, provide copies communications related to the commencement of the disclosure to Exchange Offer and the non-disclosing Party for the non-disclosing Party’s prior review Consent Solicitations, have previously been reviewed and comment and shall give due consideration to any reasonable comments approved by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtGSO.

Public Disclosure. Except as otherwise required by law(a) Neither Party shall use the name, (including, without limitation, disclosure requirements logo or trademark of the SEC, other Party or of any stock exchange on which securities issued by a director, officer, employee or agent of the other Party are publicly traded)or any adaptation thereof in any advertising, neither Party shall issue a press release promotional or make sales literature, publicity or in any other public disclosure concerning this Agreement, document employed to obtain funds or the subject matter hereof, financing without the prior written approval of such the Party or individual whose name is to be used. The restrictions imposed by this clause 6.5 shall not prohibit either Party from making any disclosure identifying the other Party that is required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted). As exceptions to the foregoing: (i) The Parties shall issue a joint press release substantially in the form set out at Schedule 3. Neither Party shall issue any other public announcement, press release or other public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to regarding this Agreement or its subject matter, or shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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 publicly disclose the specific financial terms and conditions of this Agreement, without the other Party’s prior written consent consent, except for any such disclosure that is in the opinion of the disclosing Party’s or its Affiliate’s counsel, required by applicable Law or the rules of a stock exchange on which the securities of the disclosing Party or its Affiliate are listed (or to which an application for listing has been submitted). In the event a Party or its Affiliate is, in the opinion of its legal counsel, required to make such a public disclosure, such Party shall, or shall procure that its Affiliate shall, submit the proposed disclosure (including, if applicable, a proposed redacted version of this Agreement to be filed with a regulator or stock exchange) in writing to the other Party as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other PartyParty to repeat any information regarding the terms of this Agreement or any amendment to this Agreement that has already been publicly disclosed by such Party or its Affiliate or by the other Party or its Affiliate, in accordance with this clause 6.5, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable. (b) Publications. In additionNeurocrine shall be free to publicly disclose research, if a public disclosure is required development and commercial information (including with respect to regulatory matters) regarding the Compounds and Licensed Products, provided that during the Research Term, any publication of Heptares Existing Compound Know-How shall be subject to prior review by law, including, without limitationHeptares for issues of patentability and protection of its Confidential Information, in a filing manner consistent with applicable Law and industry practices. Any proposed public disclosure of research, development and commercial information (including with respect to regulatory matters) regarding M1 Target Agonists in connection with the SEC, Heptares Retained Rights shall be subject to the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies review and approval of the disclosure JSC, provided that during the Research Term, any publication of Heptares Existing Compound Know-How shall be subject to the non-disclosing Party for the non-disclosing Party’s prior review by Neurocrine for issues of patentability in a manner consistent with applicable Law and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtindustry practices.

Public Disclosure. Except as otherwise required 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 law, 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 limitation, disclosure requirements the prior consent of Buyer (in the case of the SECCompany and the Stockholders) or the Company (in the case of Buyer), except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a trading system. Each party will not unreasonably withhold approval from the others with respect to any stock exchange on which securities issued by a Party are publicly traded)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 concerning 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, Agreement or the subject matter hereof, without the prior written approval of such press release or public disclosure transaction as may be reasonably requested by the other Party. Each Party shall submit any party and disclose only such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 information as is legally compelled to be observed disclosed. This provision will not apply to communications by Bayer any party to its counsel, accountants and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseeother professional advisors. Notwithstanding the foregoing, either Party may issue such press releases the parties hereto agree that promptly 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, practicable after the Parties shall not disclose the specific financial terms and conditions execution of this Agreement, without Buyer will file with the prior SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, with respect to which Buyer shall consult with the Company. Unless objected to by the Company by written consent of notice given to Buyer within five (5) business days after such filing specifying the language to which objection is taken, any language included in such Current Report shall be deemed to have been approved by the Company and may be used in other Party. In addition, if a public disclosure is required filings made by law, including, without limitation, in a filing Buyer with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be sought.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, rule or of any stock exchange on which securities issued by a Party are publicly traded)regulation, neither Party shall issue a press release or make any other public disclosure concerning of this Agreement, Agreement or the subject matter hereof, terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, 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 the other PartyCelldex pursuant to Section 8.4. 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 to the other Party for its prior review and approvaldisclosure, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationwithheld. If the receiving Party does not respond to the submission of a press release in writing within fifteen such three (153) days from submissionbusiness day period, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, includingrule or regulation, without limitation, including in a filing with the SECSecurities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall, shall provide copies of the disclosure reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing nondisclosing Party’s 's prior review and comment and the Parties shall give due consideration thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtunreasonably withheld.

Public Disclosure. Except as otherwise required by lawAt all times prior to the Effective Date or the earlier termination of this Agreement in accordance with its terms, (includingi) the Company, without limitationon the one hand, disclosure requirements of and the SECConsenting Term Loan Lender Steering Committee, on the other hand, and (ii) the Company, on the one hand, and the Consenting Equityholders, on the other hand, shall consult with such counterparty prior to issuing any press releases or of any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, notices with respect to the transactions contemplated hereby or the subject matter hereofChapter 11 Plan, without the prior written approval of and shall provide such press release or public disclosure by the other Party. Each Party shall submit counterparty with an opportunity to review and comment on any such press release or public disclosure other notice a reasonable amount of time (and not less than one day, unless otherwise agreed) before it is made and shall consider in good faith any comments made by such reviewing party, and the Company is expressly permitted to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures with respect to disclose this Agreement shall be: (i) accuracy; (ii) compliance or its terms in accordance with any applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licenseelaw, rule, or regulation. Notwithstanding the foregoing, either Party may issue such any press releases releases, public documents, or any filings required by applicable state or federal law in each case disclosed by the Company shall be in form and substance reasonably acceptable in all material respects to the Majority Consenting Term Loan Lenders and the Consenting Equityholders. Except as it determines, based on advice of counsel, are reasonably necessary to comply with required by applicable law or for appropriate market disclosure. It is understoodotherwise permitted under the terms of any other agreement between the Company and any Consenting Term Loan Lender, no Party or its advisors shall disclose to any person, other than advisors to the Company, the principal amount of the Term Loans held by such Consenting Term Loan Lender, without such Consenting Term Loan Lender’s prior written consent; provided, however, that unless required by law, the Parties shall not disclose the specific financial terms and conditions of this Agreement, without the prior written consent of the other Party. In addition, (i) if a public such disclosure is required by law, includingsubpoena, without limitation, in a filing with the SECor other legal process or regulation, the disclosing Party shall, reasonably shall afford the relevant Consenting Term Loan Lender a reasonable opportunity to review and comment in advance of such filing or other disclosuredisclosure and shall take all reasonable measures to limit such disclosure (the expense of which, provide copies if any, shall be borne by the relevant Consenting Term Loan Lender) and (ii) the foregoing shall not prohibit the disclosure of the disclosure to aggregate percentage or aggregate outstanding principal amount of the non-disclosing Party for Term Loans held by all the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtConsenting Term Loan Lenders collectively.

Public Disclosure. (a) The Parties agree to issue the press release attached as Exhibit L promptly after execution of this Agreement. (b) The Parties agree to consult with each other in good faith with respect to the text and timing of any subsequent press release prior to its issuance and agree not to effect such release unless (i) the consent of the other Party, not to be unreasonably withheld, conditioned or delayed, has been obtained or (ii) either Party determines, based upon the reasonable advice of legal counsel, that such release is required by Applicable Laws or the rules of a securities exchange or the securities regulations of any state or other jurisdiction, or by judicial process. Without limiting the foregoing, each Party agrees to provide to the other Party a copy of any such public announcement as soon as reasonably practicable under the circumstances prior to its scheduled release. (c) Except under extraordinary circumstances, each Party shall provide the other Party with an advance copy of any such announcement at least three (3) Business Days prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by lawApplicable Laws, (including, without limitation, disclosure requirements the Party whose announcement has been reviewed shall remove any confidential information of the SEC, or of any stock exchange on which securities issued by a reviewing Party are publicly tradedthat the reviewing Party deems to be inappropriate for disclosure and request in writing that the publishing Party remove from such announcement within the applicable review period (not to exceed three (3) Business Days), neither Party shall issue a press release or make any other public disclosure concerning this Agreement, or the subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release announcement or similar publicity that has been reviewed and approved by the a reviewing Party can be re-released by either such reviewing Party or publishing Party without a requirement for re-approval. The principles to be observed by Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoing, either Party may issue approval so long as 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure material to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement event or purpose for which confidential treatment should be soughtthe new announcement or publicity is made.

Public Disclosure. Except as otherwise required by lawNeither party shall (and, (includingbefore the Closing, without limitationSeller and, disclosure requirements of after the SECClosing, or of Purchaser, shall cause the Company and its Subsidiaries not to) issue any stock exchange on which securities issued by a Party are publicly traded), neither Party shall issue a press release or otherwise make any other public disclosure concerning this Agreement, or the subject matter hereof, without the prior written approval of such press release or public disclosure by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent statement with respect to the Acquisition, this Agreement or any public announcement containing material transaction involving Seller, Purchaser or the Company without the consent of the other party. If a party or any of such Party’s confidential Information. If the receiving Party does not respond its Representatives is requested to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of disclose any such press release 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 Bayer and Licensee in public disclosures information with respect to the Acquisition, this Agreement shall be: or any material transaction involving Seller, Purchaser or the Company (ithe “Information”), such party (the “Disclosing Party”) accuracy; will promptly notify the other party (iithe “Non-Disclosing Party”) compliance with applicable legal requirements; (iii) to permit the requirements of confidentiality under this Article VIII; and (iv) normal business practice Non-Disclosing Party to seek a protective order or take other appropriate action. The Disclosing Party will cooperate in the pharmaceutical industry for disclosures by companies comparable Non-Disclosing Party’s efforts to Bayer and Licenseeobtain a protective order or other reasonable assurance that confidential treatment will be accorded to the Information. Notwithstanding the foregoingfirst sentence of this Section 4.5, either 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 issue 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 releases disclosure and the nature 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 it determines, may be required under applicable securities Laws (based on advice of counsel, are reasonably necessary to comply with law or for appropriate market disclosure. It is understood, however); provided, that unless required by law, the Parties shall not disclose the specific financial terms disclosing party (and conditions of this Agreement, without the prior written consent Seller on behalf of the other Party. In addition, if a public disclosure is required by law, including, without limitation, Company) shall in a filing good faith attempt to coordinate with the SEC, the disclosing Party shall, reasonably in advance of other party such filing or other disclosure, provide copies of the disclosure both as to the non-disclosing Party for the non-disclosing Party’s prior review timing and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtsubstance.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements On or within one Business Day of the SECExecution Date, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party Vir and GSK shall issue a joint press release or make any other public disclosure concerning this Agreementin a form mutually agreed to by Vir and GSK. In addition, or Vir shall file a Current Report on Form 8-K with the subject matter hereof, without SEC within the prior written approval of time period required by such press release or public disclosure form and including such disclosures as required by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures form with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) and the requirements 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 confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoingShares, 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, the Preliminary Collaboration Agreement, the New DCA or the transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written consent of the other Party. In additionparty (which consent shall not be unreasonably withheld, if a public disclosure is required by lawconditioned or delayed) and, including, without limitation, except as set forth in a filing with the SECthis Section 11.15, the disclosing Party shallparties agree to keep the terms of this Agreement, reasonably in advance the Preliminary Collaboration Agreement and the New DCA confidential. Notwithstanding the 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) days to request redactions thereof prior to making such filing or disclosure, provide copies . The disclosing party shall use commercially reasonable efforts to procure confidential treatment of the disclosure such proposed redactions pursuant to the non-disclosing Party for Securities Act and the non-disclosing Party’s prior review Exchange Act, in each case as amended, and comment 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 give due consideration not prevent the party from making such public disclosures as it must make to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtcomply with applicable Law.

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, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded), neither and no Party shall issue a press release or otherwise make any other public disclosure concerning this Agreement, or the subject matter hereof, without the prior written approval of such press release or public disclosure announcement, filing or communication pertaining to this Agreement or the 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 other Partyrules and regulations of, or pursuant to any agreement of a stock exchange or trading system. Each No Party shall submit will unreasonably withhold, condition or delay approval with respect to any such press release or public disclosure to the other Party for its prior review and approvalannouncement, which approval shall not be unreasonably withheld filing or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Informationcommunication. If any Party determines with the receiving Party does not respond advice of counsel that it is required to the submission of a press release within fifteen (15) days from submission, the 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. The contents of any such press release or similar publicity that has to have been reviewed and approved by the reviewing Party can and may henceforth be re-released used by either other Party without a requirement for re-approval. The principles to be observed by Bayer and Licensee in public disclosures with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoing, either Party may issue such other press releases as it determinesand public announcements, based on advice of counselfilings and communications, are reasonably necessary to comply and in other documents distributed by the other Party in connection 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 AgreementTransactions, without the prior written further review or consent of the other reviewing Party. In additionThis provision will not apply to communications by any Party to its counsel, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or accountants and other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtprofessional advisors.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on which securities issued by a Party are publicly traded)expressly permitted hereunder, neither Party shall issue a press release mention or make otherwise use the name, logo or Trademark of the other Party or any of its Affiliates or any of its or their sublicensees or any abbreviation or adaptation thereof in any advertising, marketing, promotional or sales literature or other public disclosure concerning this Agreement, form of publicity or the subject matter hereof, in any document employed to obtain funds or financing without the prior written approval of such press release or public disclosure by the Party whose name is to be used save as follows: (a) MEDINET, its Affiliates and Sublicensees may state that they are licensed under the Licensed Patents and Licensed Know-How, and Histogenics and its Affiliates may state that they have licensed the Licensed Patents and Licensed Know-How to MEDINET, its Affiliates and Sublicensees. For this purpose, each Party may use the name and logo of the other Party, and may make a high level non-confidential statement about the existence, scope and key terms of this contractual relationship that is consistent with and limited to the information that is included within the press releases set out in Exhibit D or any other communication content that the Parties agree in writing is acceptable for general public use. Each Party may also make such disclosures related to this Agreement as may be necessary for it to comply with Applicable Law, and MEDINET acknowledges and agrees that as a publicly-traded company Histogenics must and shall submit any such press release or public disclosure be permitted to make appropriate disclosures related to this Agreement and its terms in order to comply with applicable securities laws and regulations. (b) The Parties have agreed upon the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission content of a press release within fifteen (15which shall be issued substantially in the form(s) days from submissionattached hereto as Exhibit D, the press release or public disclosure of which the Parties shall be deemed approved. The contents of any such press release or similar publicity that GDSVF&H\ ****Certain information has been reviewed omitted and approved by filed separately with the reviewing Party can be re-released by either Party without a requirement for re-approvalCommission. The principles to be observed by Bayer and Licensee in public disclosures Confidential treatment has been requested with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) the requirements of confidentiality under this Article VIII; and (iv) normal business practice omitted portions. US-DOCS\97178923.5 coordinate in the pharmaceutical industry for disclosures by companies comparable order to Bayer and Licensee. Notwithstanding the foregoing, either Party may issue accomplish 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 release promptly upon execution of this Agreement, . Neither Party shall issue any other public announcement or press release (subject to Section 7.05(a)) or other public disclosure regarding this Agreement or its subject matter without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration written consent, such consent not to any reasonable comments by the non-disclosing Party relating to such filingbe unreasonably withheld, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtconditioned or delayed.

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, applicable Legal Requirements (including, without limitation, disclosure requirements of the SEC, or of any stock exchange on in which securities issued by a Party are publicly traded), neither 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 concerning this Agreement, or the subject matter hereofannouncement 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 such from the other Party with respect to any press release or public disclosure announcement. Without limiting the generality of the foregoing, each Party agrees to (i) consult with each other 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. Each Party shall submit for review a copy of any such press release or public disclosure to the other Party for its prior review statement and approval, which approval shall (iii) not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of issue any such press release or similar publicity that has been reviewed make any such public statement prior to such consultation and approved review by, and the receipt of the prior consent of (which consent shall not be unreasonably withheld, conditioned or delayed), the other, unless required by applicable Legal Requirement, in which case such party shall advise the reviewing Party can be re-released by either Party without other of such obligation and Purchaser and the Seller Representative shall attempt to cause a requirement for re-approval. The principles mutually agreeable press release or announcement to be observed by Bayer and Licensee in public disclosures with respect issued. This Section 8.1(a) will not apply to this Agreement shall be: (i) accuracy; communications by any Party to its counsel, accountants and other professional advisors or (ii) compliance with applicable legal requirements; Purchaser and its Affiliates after the Closing. (iiib) For the requirements avoidance of confidentiality under this Article VIII; and (iv) normal business practice in doubt, the pharmaceutical industry for foregoing shall not apply to disclosures by companies comparable Mill Point Capital, LLC (“MPC”) and/or any of its Affiliates of information regarding the performance of its investment solely to Bayer and Licensee. Notwithstanding its partners (including limited partners), members or equityholders or the foregoingpartners, either Party may issue such press releases as it determines, based on advice members or equityholders of counsel, are reasonably necessary to comply with law any of its Affiliates 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, without the prior written consent of the other Party. In addition, if a public disclosure is required by law, including, without limitation, in a filing with the SEC, the disclosing Party shall, reasonably in advance of such filing or other disclosure, provide copies of the disclosure to the non-disclosing Party for the non-disclosing Party’s prior review and comment and shall give due consideration to any reasonable comments by prospective investor after the non-disclosing Party relating Closing who have agreed to such filing, including, without limitation, maintain in confidence the provisions of this Agreement for which confidential treatment should be soughtinformation contained therein.

Public Disclosure. Except as otherwise required by law, (including, without limitation, disclosure requirements On or within one Business Day of the SECExecution Date, or of any stock exchange on which securities issued by a Party are publicly traded), neither Party Vir and GSK shall issue a joint press release or make any other public disclosure concerning this Agreementin a form mutually agreed to by Vir and GSK. In addition, or Vir shall file a Current Report on Form 8-K with the subject matter hereof, without SEC within the prior written approval of time period required by such press release or public disclosure form and including such disclosures as required by the other Party. Each Party shall submit any such press release or public disclosure to the other Party for its prior review and approval, which approval shall not be unreasonably withheld or delayed, provided that, it shall not be unreasonable for a Party to withhold consent with respect to any public announcement containing any of such Party’s confidential Information. If the receiving Party does not respond to the submission of a press release within fifteen (15) days from submission, the press release or public disclosure shall be deemed approved. The contents of any such press release 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 Bayer and Licensee in public disclosures form with respect to this Agreement shall be: (i) accuracy; (ii) compliance with applicable legal requirements; (iii) and the requirements 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 confidentiality under this Article VIII; and (iv) normal business practice in the pharmaceutical industry for disclosures by companies comparable to Bayer and Licensee. Notwithstanding the foregoingShares, 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, the Preliminary Collaboration Agreement, the Definitive Collaboration Agreement or the transactions contemplated hereby or thereby shall be issued, filed or furnished, as the case may be, by any party without the prior written consent of the other Party. In additionparty (which consent shall not be unreasonably withheld, if a public disclosure is required by lawconditioned or delayed) and, including, without limitation, except as set forth in a filing with the SECthis Section 11.15, the disclosing Party shallparties agree to keep the terms of this Agreement, reasonably in advance the Preliminary Collaboration Agreement and the Definitive Collaboration Agreement confidential. Notwithstanding the 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) days to request redactions thereof prior to making such filing or disclosure, provide copies . The disclosing party shall use commercially reasonable efforts to procure confidential treatment of the disclosure such proposed redactions pursuant to the non-disclosing Party for Securities Act and the non-disclosing Party’s prior review Exchange Act, in each case as amended, and comment 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 give due consideration not prevent the party from making such public disclosures as it must make to any reasonable comments by the non-disclosing Party relating to such filing, including, without limitation, the provisions of this Agreement for which confidential treatment should be soughtcomply with applicable Law.