Common use of Publicity; Terms of Agreement Clause in Contracts

Publicity; Terms of Agreement. The Parties agree that the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.2. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to publicly disclose any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or by the other Party, in accordance with this Section 12.2. The Parties acknowledge that Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymax. In the event of any such filing, Affymax shall provide TPUSA with a copy of the Agreement marked to show provisions for which Affymax intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this License Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.29.4 (in lieu of the authorized disclosure provisions set forth in Section 9.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. A Party may disclose The Parties will mutually agree upon the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration License Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this License Agreement or the material terms of hereof that differs from this Agreementmutually agreed upon text, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of from the other Party to publicly disclose repeat any information regarding as to the terms of this License Agreement that has have already been publicly disclosed or previously agreed to by such Party, in accordance with the foregoing, or by the other Party, . Either Party may disclose the terms of this License Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 9. The Parties acknowledge that Affymax Amgen and/or Hyseq may be obligated to file a copy of this License Agreement with the U.S. Securities and Exchange Commission (the “"SEC”). Affymax ") with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and each such Party shall be entitled to make such a required filing; provided however, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the License Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s the non-filing Party's timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.3 (in lieu of the authorized disclosure provisions set forth in Section 12.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.12. A Party may disclose The Parties will mutually agree the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 12. The Parties acknowledge that Affymax Amgen and/or InterMune may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “"SEC”). Affymax ") pursuant to the Securities Act of 1933, as amended and each such Party shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s the non-filings Party's timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.210.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval will not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, Party in accordance with the terms of this Agreement or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 10. The Parties acknowledge that Affymax Celera and/or Virobay may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall ) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.210.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.17. A Party may disclose The Parties will mutually agree the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 10. The Parties acknowledge that Affymax Celera and/or Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall ) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon to the extent consistent with the legal requirements governing redaction of information from thereon. [***] indicates material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselCommission.

Publicity; Terms of Agreement. The (a)The Parties agree that the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.212.4. A Party may disclose (b)The Parties will make a joint public announcement of the material terms execution of this Agreement in the form attached as Exhibit F, which will be issued on or promptly after the Effective Date. (c)After release of such press release, if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party or its Affiliate desires to make a press release public announcement concerning the material terms of this Agreement, or any clinical or regulatory announcements, such Party shall will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided hereinprovided), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall announcement will provide its comments, if any, within five (5) Business Days after receiving the announcement for review, or such shorter period as may be reasonably required in order for the proposing Party to comply with any applicable deadline for making such announcement (as such deadline is communicated by the proposing Party to the commenting Party). In addition, where required by Laws, including regulations promulgated by applicable security exchanges, such Party or its Affiliate may make a press release announcing the achievement of each milestone under this Agreement as it is achieved, the achievements of Regulatory Approvals in the Territory as they occur, or any other material event with respect to this Agreement or the Parties’ performance thereof, subject only to the review procedure set forth in the preceding sentence; provided that the review period will be reduced to two (2) Business Days (or such shorter period as may be reasonably required in order for reviewthe proposing Party to comply with any applicable deadline for making such press release, as such deadline is communicated by the proposing Party to the commenting Party) if the deadline for making such disclosure is five (5) or fewer Business Days after such achievement or event. In relation to the other Party’s review of such an announcement, such other Party may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but will not withhold, condition, or delay its consent to disclosure of the 58 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. information that the relevant milestone or Regulatory Approval has been achieved or material event has occurred. Neither Party shall be nor their Affiliates are required to seek the permission of the other Party to publicly disclose repeat any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such PartyParty or its Affiliate, or by the other PartyParty or its Affiliate, in accordance with this Section 12.212.4, if such information remains accurate as of such time. The (d)The Parties acknowledge that Affymax either or both Parties may be obligated to file under Laws a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”)) or other Governmental Authorities. Affymax shall be entitled to Each Party will make such a required filing, provided that it requests filing and will request confidential treatment of certain the commercial terms and sensitive technical or other competitively sensitive terms hereof and thereof to the extent such confidential treatment is reasonably available to Affymaxsuch Party. In the event of any such filing, Affymax shall each Party will provide TPUSA the other Party with a copy of the this Agreement marked to show provisions for which Affymax such Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe other Party’s comments thereon to the extent consistent with the legal requirements requirements, with respect to the filing Party, governing redaction disclosure of information from material agreements and material information that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.12.5

Publicity; Terms of Agreement. The Parties agree that shall treat the existence and material terms of this Agreement are included within as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.3 (treating such information as Confidential Information for purposes of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.29.3). A Party may disclose the material terms The Parties agree that upon execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investorshortly thereafter, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make may issue a press release concerning the material terms of this Agreementrelease, such Party which shall give reasonable prior advance notice of the proposed text of such announcement be subject to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to publicly disclose any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or by the other Party, not to be unreasonably withheld or delayed. Except for such press release or as otherwise required by applicable law or applicable stock exchange requirements, neither Amgen nor Amylin shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Amgen and Amylin may make any public statement in accordance response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 12.29.4 and which do not reveal non-public information about the other Party. The Parties acknowledge that Affymax may be obligated to file If, in the reasonable opinion of a copy Party’s legal counsel, a public announcement of this the transactions contemplated by the Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall be entitled to make such a is required filingby applicable laws or applicable stock exchange requirements, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof then, to the extent permissible by law, such confidential treatment is Party will provide the other with notice reasonable under the circumstances (but in no event less than ten (10) days prior to disclosure) of such intended announcement and will consult with the other Party with respect to the nature and scope of the required announcement (which shall be limited to the information reasonably available required to Affymaxbe disclosed). In the event of any such filing, Affymax shall provide TPUSA with a copy of the Agreement marked to show provisions for which Affymax intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s comments thereon addition to the extent consistent foregoing, with respect to complying with the legal disclosure requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant or other regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to Rule 24b-2 be redacted in any public disclosure of the Securities Exchange Act Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of 1934the Agreement by the agency for the definitions of Leptin, as amended. hereunder to make such required disclosures to Licensed Products and Neuro Field, the extent legally required in the reasonable opinion of outside legal counselexhibits, and any dollar amounts set forth herein.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the material terms text of a press release announcing the execution of this Agreement are included within and the Confidential Information of both PartiesLCA. Thereafter, subject to the special authorized disclosure provisions set forth below in this Section 12.2. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release public announcement concerning this Agreement or the material terms of hereof that differs from this Agreementmutually agreed upon text, such the Party shall will give reasonable prior advance notice of the proposed text of such the announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such the approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of from the other Party to publicly disclose repeatedly publish any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, in accordance with the foregoing, or by the other Party, in accordance with . Either Party may disclose the terms of this Section 12.2Agreement to potential investors under appropriate conditions of confidentiality. The Parties acknowledge that Affymax ZGEN and/or Bayer may be obligated to file a copy of this Agreement with the U.S. United States Securities and Exchange Commission (the “SEC”)) with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended. Affymax shall Each Party will be entitled to make such a required filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthis Agreement. In the event of any such filingrequest for confidential treatment, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an [ * ] Confidential Treatment Requested advance copy of the this Agreement is marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon thereon. Each Party will give the other reasonable prior notice of any announcement relating to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselactivities concerning Initial Licensed Product.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the material terms text of a press release announcing the execution of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.2. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of hereof that differs from this Agreementmutually agreed upon text, such the Party shall will give reasonable prior advance notice of the proposed text of such the announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such the approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of from the other Party to publicly disclose repeatedly publish any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, in accordance with the foregoing, or by the other Party, in accordance with . Either Party may disclose the terms of this Section 12.2Agreement to potential investors under appropriate conditions of confidentiality. The Parties acknowledge that Affymax ZGEN and/or Bayer may be obligated to file a copy of this Agreement with the U.S. United States Securities and Exchange Commission (the “SEC”)) or its equivalent in each country in the Bayer Territory with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, or the equivalent in each [ * ] Confidential Treatment Requested country in the Bayer Territory. Affymax shall Each Party will be entitled to make such a required filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthis Agreement. In the event of any such filingrequest for confidential treatment, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the this Agreement is marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon thereon. Each Party will give the other reasonable prior notice of any announcement relating to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselactivities concerning Licensed Product.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.3 (in lieu of the authorized disclosure provisions set forth in Section 12.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. A Party may disclose The Parties will mutually agree on the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheldwithheld or delayed. With respect to GENE's public announcement of the achievement of each of the milestones set forth in Section 8.9, GENE shall make such announcement within ***** working days of the achievement of such milestone as determined in accordance with the provisions of this Agreement. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Agreement. The Parties acknowledge that Affymax Amgen and/or GENE may be obligated to file a copy of this Agreement and/or the Stock Purchase Agreement with the U.S. Securities and Exchange Commission (with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any registration statement filed with the “SEC”). Affymax U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and each such Party shall be entitled to make such a required filing, provided however, that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of this Agreement or the Stock Purchase Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment treatment, and the filing Party shall reasonably consider and incorporate TPUSA’s the non-filing Party's timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.4 (in lieu of the authorized disclosure provisions set forth in Section 12.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. A Party may disclose The Parties will mutually agree on the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 12. The Parties acknowledge that Affymax Amgen and/or Hyseq may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any 37. registration statement filed with the “SEC”). Affymax U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and each such Party shall be entitled to make such a required filing, provided however, that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment treatment, and the filing Party shall reasonably consider and incorporate TPUSA’s the non-filing Party's timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this License Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.29.4 (in lieu of the authorized disclosure provisions set forth in Section 9.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. A Party may disclose The Parties will mutually agree upon the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration License Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this License Agreement or the material terms of hereof that differs from this Agreementmutually agreed upon text, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of from the other Party to publicly disclose repeat any information regarding as to the terms of this License Agreement that has have already been publicly disclosed or previously agreed to by such Party, in accordance with the foregoing, or by the other Party, . Either Party may disclose the terms of this License Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 9. The Parties acknowledge that Affymax Amgen and/or Nuvelo may be obligated to file a copy of this License Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax ) with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and each such Party shall be entitled to make such a required filing; provided however, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the License Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. (a) The Parties agree that the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.211.3. A Except as set forth in Section 11.3(c), neither Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to shall issue any bona fide potential or actual investorpublic announcement, acquiror, merger partnerpress release, or other financial public disclosure regarding this Agreement or commercial partner its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the sole purpose opinion of evaluating an actual or potential investmentthe disclosing Party’s counsel, acquisition required by Law, any regulatory authority (including filings with the Securities and Exchange Commission or other business relationship; provided that in each case, agency) or the disclosees are bound by written obligations rules of confidentiality and non-use at least as restrictive to those contained in Article 12 a stock exchange on which the securities of the Collaboration Agreementdisclosing Party are listed (or to which an application for listing has been submitted). If either In the event a Party desires is, in the opinion of its counsel, required by Law, any regulatory authority (including filings with the Securities and Exchange Commission or other agency) or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a press release concerning public disclosure, such Party shall submit the material terms proposed disclosure in writing to the other Party as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment thereon; provided, however, if a Party is required by Law, any regulatory authority (including filings with the Securities and Exchange Commission or other agency) 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) to disclose this Agreement, such Party shall give reasonable prior advance notice prepare a proposed redacted version of the proposed text of such announcement this Agreement to request confidential treatment for this Agreement, and the other Party for its prior review may promptly (and approval (except as otherwise provided herein)in any event, such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within no more than five (5) Business Days after receiving the press release for review. Neither Party receipt of such proposed redactions) provide its comments, which comments shall be required to seek the permission of the other Party to publicly disclose any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or considered in good faith by the other Party, in accordance with this Section 12.2. The Parties acknowledge that Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall be entitled Party required to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxdisclosure. In the event of any such filing, Affymax shall provide TPUSA with a copy of the Agreement marked to show provisions for which Affymax intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * -30- [***] = Certain confidential information contained in this document, marked by brackets, Information that has been omitted and filed submitted separately with to the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counseland for which confidential treatment has been requested.

Publicity; Terms of Agreement. The Parties agree that the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.212.3. A Party may disclose The Parties shall make a joint public announcement of the material terms execution of this Agreement Agreement, which shall be issued on or promptly after the Effective Date. After release of such press release, if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release public disclosure concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of at least five (5) Business Days of the proposed text of such announcement disclosure to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release disclosure shall provide its comments, if any, within five (5) Business Days after receiving the proposed disclosure for review. In addition, where required by Applicable Laws, including regulations promulgated by applicable security exchanges, such Party shall have the right to make a press release or other public disclosure regarding the achievement of each milestone under this Agreement as it is achieved, the achievements of Regulatory Approval, including product pricing and reimbursement, in the Territory as they occur, or the occurrence of other events that affect either Party’s rights or obligations under this Agreement, in each case subject only to the review procedure set forth in the preceding sentences. In relation to the other Party’s review of such an announcement, such other Party may make specific, reasonable comments on such proposed press release within the prescribed time for reviewcommentary, but such other Party’s approval shall not be required. Neither Party shall be required to seek the permission of the other Party to publicly disclose repeat any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or by the other Party, in accordance with this Section 12.212.3. The Parties acknowledge that Affymax either or both Parties or their Affiliates may be obligated to file under Applicable Laws a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”)) or other Governmental Authorities. Affymax Each Party and its Affiliates shall be entitled to make such a required filing, provided that it requests confidential treatment of certain the commercial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably available to Affymaxavailable. In the event of any such filing, Affymax shall each Party will provide TPUSA the other Party with a copy of the this Agreement marked to show provisions for which Affymax such Party or its Affiliate intends to seek confidential treatment and shall reasonably consider and incorporate TPUSAthe other Party’s timely comments thereon to the extent consistent with the legal requirements requirements, with respect to the filing Party or Affiliate, governing redaction disclosure of information from material agreements and material information that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.

Publicity; Terms of Agreement. The Parties agree that parties shall treat the material existence and terms of this Agreement are included within as confidential and shall not disclose such information to Third Parties without the prior written consent of the other party or except as provided in Section 4.2 (treating such information as Confidential Information of both Parties, subject the other party for purposes of this Article 4). Subject to the special authorized disclosure provisions set forth below in remainder of this Section 12.2. A Party may disclose 4.3, neither Amylin nor Nastech shall issue or cause the material terms publication of any press release or public announcement relating in any way to the entry of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, transactions contemplated hereby without the disclosees are bound by prior written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to publicly disclose any information regarding party, which approval shall not be unreasonably withheld or delayed. Both Amylin and Nastech may make public disclosures of the existence and terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or by the other Party, in accordance with this Section 12.2. The Parties acknowledge that Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymax. In the event of any such filing, Affymax shall provide TPUSA with a copy of the Agreement marked to show provisions for which Affymax intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and its respective reports or other filings filed separately with the Securities and Exchange Commission pursuant Commission, provided that each party shall first consult with the other on the provisions of this Agreement to Rule 24b-2 be [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] redacted in connection with any such filings. In addition, the parties shall consult and use good faith efforts to agree in advance in writing upon the content of any disclosures regarding the Securities Exchange Act status of 1934development, as amended. hereunder manufacture or commercialization of Products to make be made in such required disclosures filings or in response to questions by the extent legally required in the reasonable opinion of outside press, analysts, investors or those attending industry conferences or financial analyst calls, consistent with their respective legal counselobligations.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.3 (in lieu of the authorized disclosure provisions set forth in Section 12.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. A Party may disclose The Parties will mutually agree on the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheldwithheld or delayed. With respect to GENE’s public announcement of the achievement of each of the milestones set forth in Section 8.9, GENE shall make such announcement within ***** working days of the achievement of such milestone as determined in accordance with the provisions of this Agreement. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Agreement. The Parties acknowledge that Affymax Amgen and/or GENE may be obligated to file a copy of this Agreement and/or the Stock Purchase Agreement with the U.S. Securities and Exchange Commission (with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any registration statement filed with the “SEC”). Affymax U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and each such Party shall be entitled to make such a required filing, provided however, that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of this Agreement or the Stock Purchase Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment treatment, and the filing Party shall reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.

Publicity; Terms of Agreement. The Parties agree that the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.2. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to publicly disclose any information regarding the terms of this Agreement that has already been publicly disclosed or previously agreed to by such Party, or [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. by the other Party, in accordance with this Section 12.2. The Parties acknowledge that Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymax. In the event of any such filing, Affymax shall provide TPUSA with a copy of the Agreement marked to show provisions for which Affymax intends to seek confidential treatment and shall reasonably consider and incorporate TPUSA’s comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the material terms text of a press release announcing the execution of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.2. A Party may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of hereof that differs from this Agreementmutually agreed upon text, such the Party shall will give reasonable prior advance notice of the proposed text of such the announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such the approval not to be unreasonably withheldwithheld or delayed. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of from the other Party to publicly disclose repeatedly publish any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, in accordance with the foregoing, or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 12. The Parties acknowledge that Affymax Nuvelo and/or Bayer may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”)) or its equivalent in each country in the Bayer Territory with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or the equivalent in each country in the Bayer Territory. Affymax shall Each Party will be entitled to make such a required filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthis Agreement. In the event of any such filingrequest for confidential treatment, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon thereon. Each Party will give the other reasonable prior notice of any announcement relating to the extent consistent with the legal requirements governing redaction of information from material agreements activities concerning Licensed Product. Bayer acknowledges that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax Nuvelo as a publicly-traded company is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder legally obligated to make such required disclosures timely disclosure of all material events relating to the extent legally required in the reasonable opinion of outside legal counselLicensed Product.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.210.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.17. A Party may disclose The Parties will mutually agree the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 10. The Parties acknowledge that Affymax Celera and/or Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”). Affymax shall ) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSAthe non-filing Party’s timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filedthereon. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked *Confidential Treatment Requested by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.Celera Corporation*

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 12.210.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.17. A Party may disclose The Parties will mutually agree the material terms text of a press release announcing the execution of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If Thereafter, if either Party desires to make a press release public announcement concerning this Agreement or the material terms of this Agreementhereof, such Party shall will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein)approval, such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall will not be required to seek the permission of the other Party to publicly disclose repeat any information regarding as to the terms of this Agreement that has have already been publicly disclosed or previously agreed to by such Party, Party in accordance with the foregoing or by the other Party, . Either Party may disclose the terms of this Agreement to potential investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in accordance with this Section 12.2Article 10. The Parties acknowledge that Affymax Celera and/or Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “"SEC”). Affymax shall ") pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such a required filing, provided that it requests confidential treatment of certain commercial terms and the more sensitive technical terms hereof to the extent such confidential treatment is reasonably available to Affymaxthe filing Party under the circumstances then prevailing. In the event of any such filing, Affymax shall the filing Party will provide TPUSA the non-filing Party with a an advance copy of the Agreement marked to show provisions for which Affymax the filing Party intends to seek confidential treatment and shall will reasonably consider and incorporate TPUSA’s the non-filing Party's timely comments thereon to the extent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counselthereon.