Common use of Publicity; Terms of this Agreement; Non-Use of Names Clause in Contracts

Publicity; Terms of this Agreement; Non-Use of Names. (a) Except as required by judicial order or applicable Law (in which case, Section 11.3(b) must be complied with) or as explicitly permitted by this Article XI, neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [**] Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall issue a press release, in the form attached as Schedule 11.3, within [**] after the Effective Date. Neither Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents of such press release, public announcement or disclosure (x) (i) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, (ii) is contained in such Party’s financial statements prepared in accordance with Accounting Standards, or (iii) is contained in the Redacted Version of this Agreement, and (y) is material to the event or purpose for which the new press release or public announcement is made. (b) Notwithstanding the terms of this Article XI: (i) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b), the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the Securities and Exchange Commission, London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that the Parties will use commercially reasonable efforts to file redacted versions with any governing bodies which are consistent with the Redacted Version. (ii) Either Party may disclose the existence and terms of this Agreement in confidence: (A) to (1) its attorneys, professional accountants, and auditors, and (2) bankers or other financial advisors in connection with an initial public offering, other strategic transaction, or corporate valuation for internal purposes; provided that any such disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the applicable purpose permitted pursuant to this Section 11.3(b)(ii)(A); (B) to each licensor under an Existing Third Party Agreement; provided that such disclosure is under the confidentiality and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors), in connection with a potential merger, acquisition or reorganization; provided that (1) the Party making the disclosure has a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) if the disclosee is a Major Pharmaceutical Company or any of its Affiliates, the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to by the other Party (for purposes of clarity, the disclosing Party shall not be obligated to disclose the identity of the disclosee in order to request such consent); and (3) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisher.

Publicity; Terms of this Agreement; Non-Use of Names. (a) 8.3.1 Except as required by judicial order or applicable Law (in which case, Section 11.3(b) 8.3.2 must be complied with) or as explicitly permitted by this Article XIARTICLE VIII, neither no Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [***] Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall agree that Vividion may issue a the press release, in the form release attached hereto as Schedule 11.3, Appendix E within [***] Business Days after the Effective Date. Neither No Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either any Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents content of such press release, public announcement or disclosure (xa) (i) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, (ii) is contained in such the issuing Party’s financial statements prepared in accordance with Accounting Standards, or (iii) if applicable as provided in Section 8.3.2, is contained in the Redacted Version of this Agreement, and (yb) is material to the event or purpose for which the new press release or public announcement is made. (b) 8.3.2 Notwithstanding the terms of this Article XIARTICLE VIII: (ia) Either Any Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authorityGovernmental Authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b)8.3.2, the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement (together with all exhibits and schedules) with respect to any filings with the U.S. Securities and Exchange CommissionCommission (“SEC”), London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that , and the Parties will use commercially reasonable efforts to file redacted versions with any governing bodies which are consistent with the Redacted Version. (iib) Either Notwithstanding Section 8.1, the Receiving Party may disclose Confidential Information belonging to the existence Disclosing Party (or any of its Affiliates), and terms Confidential Information deemed to belong to both the Disclosing Party (or any of this Agreement its Affiliates) and the Receiving Party (or any of its Affiliates), to the extent (and only to the extent) such disclosure is reasonably necessary in confidencethe following instances: (i) subject to Section 8.3.2(a), complying with applicable Laws (including the rules and regulations of the SEC or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) disclosure, solely on a “need to know basis,” to (A) Affiliates, subcontractors, advisors (including attorneys and accountants), (B) subject to (1) its attorneysSection 8.3.2(b)(iii), professional accountants, and auditorsinvestment bankers, and (2C) bankers or other financial advisors in connection with an initial public offeringeach case of (A) and (B) such Affiliates’, other strategic transactionsubcontractors’, or corporate valuation for internal purposesadvisors’ and investment bankers’, and each of the Parties’, respective directors, employees, contractors and agents; provided that that, in all cases of (A), (B) and (C), prior to any such disclosure, each disclosee must be bound by written obligations of confidentiality, non-disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous restrictive than the terms contained obligations set forth in this Agreement ARTICLE VIII (provided, however, that, in the case of prospective investment bankers, the term of confidentiality may be [***] from the date of disclosure and to use such information solely in the case of legal advisors, no written agreement shall be required), which for the applicable avoidance of doubt, will not permit use of such Confidential Information for any purpose except those permitted by this Agreement; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 11.3(b)(ii)(A);8.3.2(b)(ii) or Section 8.3.2(b)(iii) to treat such Confidential Information as required under this ARTICLE VIII; and (Biii) in the case of any disclosure of this Agreement, or any executed Development & Commercialization Agreement, to each licensor under an Existing Third Party Agreement; provided that any actual or potential acquirer, assignee, licensee, licensor, investment banker, institutional investor, lender or other financial partners, such disclosure is under shall solely be of the confidentiality Redacted Version, in each case, which version shall be agreed upon by the Parties in good faith (and, if Vividion does not then have securities listed or authorized for trading on the London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange, the Parties hereby agree to prepare a Redacted Version promptly in good faith which redacts information as contemplated by this Agreement); it being understood and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors)agreed that, in connection with a potential mergerproposed Change of Control with respect to such Party, acquisition only after negotiations with a proposed Third Party acquirer have progressed so that such Party reasonably and in good faith believes it is in the final round of negotiations with such Third Party regarding execution of a definitive agreement with such Third Party with respect to the proposed transaction, only then may such Party provide an unredacted version of this Agreement or reorganizationsuch Development & Commercialization Agreement, as applicable, to such Third Party; provided that (1) the a Party making the disclosure has a bona fide offer from such may also disclose an unredacted version of this Agreement to Third Party attorneys, professional accountants and auditors who are engaged by licensors and lenders and who are under obligations of confidentiality not to disclose the unredacted terms of this Agreement to such licensors or lenders for the purpose of confirming such a transaction, and (2) such disclosure is under an agreement to keep Party’s compliance with the terms of confidentiality its applicable license and non-use no less rigorous than loan agreements with such licensors and lenders. (c) The Parties acknowledge the terms contained importance of supporting each other’s efforts to publicly disclose results and significant developments regarding the Programs and other activities in connection with this Agreement and each Development & Commercialization Agreement that may include information that is not otherwise permitted to use be disclosed under this ARTICLE VIII, and that may be beyond what is required by applicable Law. Such disclosures may include achievement of milestones, significant events in the development and regulatory process, commercialization activities and the like. In addition to the initial press release described in Section 8.3.1, a Party (the “Requesting Party”) may elect to make any such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees public disclosure of such achievement of milestones, significant events in the Development and regulatory process and Commercialization activities, and in such event it shall first notify the other Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E“Cooperating Party”) to potential investors, lenders or permitted assignees of such Party, planned press release or to potential licensees or sublicensees of such Party (public announcement and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to provide a draft for review at least [***] Business Days in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [***] Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) if the disclosee is a Major Pharmaceutical Company or any of its Affiliates, the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to review by the other Party if (for purposes i) the contents of claritysuch press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party and (ii) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that the Cooperating Party may have regarding the proposed press release or public announcement, and the disclosing Requesting Party shall not reasonably consider any such objections or suggestions that are provided in a timely manner. The principles to be obligated observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to disclose the identity potential negative reactions of the disclosee in order to request such consent); FDA (and (3its foreign counterparts) such disclosure is under an agreement and the need to keep investors informed regarding the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisherRequesting Party’s business.

Publicity; Terms of this Agreement; Non-Use of Names. (a) 8.5.1 Except as required by judicial order or applicable Law (in which case, Section 11.3(b) must be complied with) or as explicitly permitted by this Article XIArticle, neither Party shall make any public announcement concerning this Agreement without the other Party’s prior written consent of the other Partyconsent, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [**] Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall issue a press release, in a form mutually agreed to by the form attached as Schedule 11.3Parties (the “Press Release”), within [**] thirty (30) days after the Effective Date. Neither Party shall use the name, trademark, trade name name, or logo of the other Party Party, or its employees the names of any of the other Party’s officers, directors, employees, consultants, agents, or professional advisors in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents content of such press release, public announcement announcement, or disclosure (x) other disclosure: (i) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, ; or (ii) is contained in such Party’s financial statements prepared in accordance with Accounting Standards, or (iii) is contained in the Redacted Version of this Agreement, and (y) is material to the event or purpose for which the new press release or public announcement is made. (b) 8.5.2 Notwithstanding the terms of this Article XIArticle: (ia) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authorityGovernmental Authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b)8.5.2, the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the Securities and Exchange Commission, London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market a Governmental Authority or any other domestic or foreign stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”)traded, and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that . (b) Notwithstanding Section 8.1, above, the Parties will use commercially reasonable efforts Receiving Party may disclose Confidential Information belonging to file redacted versions the Disclosing Party, and Confidential Information deemed to belong to both the Disclosing Party and the Receiving Party, to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 8.5.2(a), above, complying with any governing bodies which are consistent applicable Laws, regulations promulgated by Governmental Authorities, and with the Redacted Version.judicial process; (ii) Either Party may disclose the existence and terms of this Agreement in confidence: disclosure, solely on a “need to know basis,” to (A) to Affiliates, subcontractors, advisors (1) its attorneys, professional including attorneys and accountants, and auditors), and (2B) bankers or other financial advisors subject to Section 8.5.2(b)(iii), below, investment bankers; provided; however, that in connection with an initial public offeringall cases of (A) and/or (B), other strategic transaction, or corporate valuation for internal purposes; provided that prior to any such disclosure, each Person to whom such disclosure is to such professional accountantsbe made must be bound by written obligations of confidentiality, auditorsnon-disclosure, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous restrictive than the terms contained those set forth in this Agreement Article (provided, however, that in the case of legal advisors, no written agreement shall be required), with it being understood and to use such information solely agreed that in each of the above situations, the Receiving Party shall remain responsible for the applicable purpose permitted any failure by any Person who receives Confidential Information pursuant to this Section 11.3(b)(ii)(A);8.5.2(b)(ii) to treat such Confidential Information as required under this Article; and (Biii) in the case of any disclosure of this Agreement by Amerimmune to each licensor under an Existing any actual or potential acquirer, assignee, licensee, licensor, investment banker, institutional investor, lender, or other financial partner or advisor, such disclosure shall solely be made to a Third Party Agreement; provided that such disclosure is under the confidentiality and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors), in connection with a potential merger, acquisition proposed Strategic Partnership or reorganization; provided transaction that (1) the Party making the disclosure has would result in a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement to keep the terms Change of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees Control of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) if the disclosee is a Major Pharmaceutical Company or any of its Affiliates, the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to by the other Party (for purposes of clarity, the disclosing Party shall not be obligated to disclose the identity of the disclosee in order to request such consent); and (3) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisherAmerimmune.

Publicity; Terms of this Agreement; Non-Use of Names. (a) 8.3.1 Except as required by judicial order or applicable Law (in which case, Section 11.3(b) 8.3.2 must be complied with) or as explicitly permitted by this Article XIARTICLE VIII, neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [**] Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall issue a press release, in a form mutually agreed to by the form attached as Schedule 11.3Parties, within [**] after the Effective Date. Neither Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents content of such press release, public announcement or disclosure (xa) (i) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, (ii) is contained in such Party’s financial statements prepared in accordance with Accounting Standards, or (iii) is contained in the Redacted Version of this Agreement, and (yb) is material to the event or purpose for which the new press release or public announcement is made. (b) 8.3.2 Notwithstanding the terms of this Article XIARTICLE VIII: (ia) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authorityGovernmental Authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b)8.3.2, the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the U.S. Securities and Exchange CommissionCommission (“SEC”), London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that the Parties will use commercially reasonable efforts to file redacted versions with any governing bodies which are consistent with the Redacted Version. (iib) Either Notwithstanding Section 8.1, the Receiving Party may disclose Confidential Information belonging to the existence Disclosing Party, and terms of this Agreement Confidential Information deemed to belong to both the Disclosing Party and the Receiving Party, to the extent (and only to the extent) such disclosure is reasonably necessary in confidencethe following instances: (i) subject to Section 8.3.2(a), complying with applicable Laws (including the rules and regulations of the SEC or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (ii) disclosure, solely on a “need to know basis,” to (A) Affiliates, subcontractors, advisors (including attorneys and accountants), (B) subject to (1) its attorneysSection 8.3.2(b)(iii), professional accountants, and auditorsinvestment bankers, and (2C) bankers or other financial advisors in connection with an initial public offeringeach case of (A) and (B), other strategic transactiontheir and each of the Parties’ respective directors, or corporate valuation for internal purposesemployees, contractors and agents; provided that that, in all cases of (A), (B) and (C), prior to any such disclosure, each disclosee must be bound by written obligations of confidentiality, non-disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous restrictive than the terms contained obligations set forth in this Agreement ARTICLE VIII (provided, however, that, in the case of prospective investment bankers, the term of confidentiality may be [**] from the date of disclosure and to use such information solely in the case of legal advisors, no written agreement shall be required), which for the applicable avoidance of doubt, will not permit use of such Confidential Information for any purpose except those permitted by this Agreement; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 11.3(b)(ii)(A);8.2.3(b)(ii) to treat such Confidential Information as required under this ARTICLE VIII; and (Biii) in the case of any disclosure of this Agreement, or any executed Development & Commercialization Agreement, to each licensor under an Existing Third Party Agreement; provided that any actual or potential acquirer, assignee, licensee, licensor, investment banker, institutional investor, lender or other financial partners, such disclosure is under the confidentiality shall solely be [**]; it being understood and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors)agreed that, in connection with a potential merger, acquisition or reorganization; provided that (1) the Party making the disclosure has a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement proposed Change of Control with respect to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to only [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment this Agreement or licensesuch Development & Commercialization Agreement, as applicable, to such Third Party; provided that a Party may also disclose an unredacted version of this Agreement to Third Party attorneys, professional accountants and shall be made only if auditors who are engaged by licensors and lenders and who are under obligations of confidentiality not to disclose the unredacted terms of this Agreement to such Party reasonably concludes that licensors or lenders for the purpose of confirming such transaction Party’s compliance with the terms of its applicable license and loan agreements with such disclosee is likely to be consummated; licensors and lenders. (2c) if [**]. Such disclosures may include achievement of milestones, significant events in the disclosee is a Major Pharmaceutical Company or any of its Affiliatesdevelopment and regulatory process, commercialization activities and the disclosure shall be limited like. In addition to the Redacted Version plus initial press release described in Section 8.3.1, a Party (the “Requesting Party”) may elect to make any such additional terms public disclosure of such achievement of milestones, significant events in the Development and conditions reasonably requested regulatory process and Commercialization activities, and in such event it shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least [**] in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the disclosing circumstances if it is not possible to provide notice at least [**] in advance); provided, however, that a Party and consented to may issue such press release or public announcement without such prior review by the other Party if (for purposes i) the contents of claritysuch press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party and (ii) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that the Cooperating Party may have regarding the proposed press release or public announcement, and the disclosing Requesting Party shall not reasonably consider any such objections or suggestions that are provided in a timely manner. The principles to be obligated observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to disclose the identity potential negative reactions of the disclosee in order to request such consent); FDA (and (3its foreign counterparts) such disclosure is under an agreement and the need to keep investors informed regarding the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisherRequesting Party’s business.

Publicity; Terms of this Agreement; Non-Use of Names. (a) 8.5.1 Except as required by judicial order or applicable Law (in which case, Section 11.3(b) must be complied with) or as explicitly permitted by this Article XIArticle, neither Party shall make any public announcement concerning this Agreement without the other Party’s prior written consent of the other Partyconsent, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [**] Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall issue a press release, in a form mutually agreed to by the form attached as Schedule 11.3Parties (the “Press Release”), within [**] thirty (30) days after the Effective Date. Neither Party shall use the name, trademark, trade name name, or logo of the other Party Party, or its employees the names of any of the other Party’s officers, directors, employees, consultants, agents, or professional advisors in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents content of such press release, public announcement announcement, or disclosure (x) other disclosure: (i) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, ; or (ii) is contained in such Party’s financial statements prepared in accordance with Accounting Standards, or (iii) is contained in the Redacted Version of this Agreement, and (y) is material to the event or purpose for which the new press release or public announcement is made. (b) 8.5.2 Notwithstanding the terms of this Article XIArticle: (ia) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authorityGovernmental Authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b)8.5.2, the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement with respect to any filings with the Securities and Exchange Commission, London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market a Governmental Authority or any other domestic or foreign stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”)traded, and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that . (b) Notwithstanding Section 8.1, above, the Parties will use commercially reasonable efforts Receiving Party may disclose Confidential Information belonging to file redacted versions the Disclosing Party, and Confidential Information deemed to belong to both the Disclosing Party and the Receiving Party, to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) subject to Section 8.5.2(a), above, complying with any governing bodies which are consistent applicable Laws, regulations promulgated by Governmental Authorities, and with the Redacted Version.judicial process; (ii) Either Party may disclose the existence and terms of this Agreement in confidence: disclosure, solely on a “need to know basis,” to (A) to Affiliates, subcontractors, advisors (1) its attorneys, professional including attorneys and accountants, and auditors), and (2B) bankers or other financial advisors subject to Section 8.5.2(b)(iii), below, investment bankers; provided; however, that in connection with an initial public offeringall cases of (A) and/or (B), other strategic transaction, or corporate valuation for internal purposes; provided that prior to any such disclosure, each Person to whom such disclosure is to such professional accountantsbe made must be bound by written obligations of confidentiality, auditorsnon-disclosure, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous restrictive than the terms contained those set forth in this Agreement Article (provided, however, that in the case of legal advisors, no written agreement shall be required), with it being understood and to use such information solely agreed that in each of the above situations, the Receiving Party shall remain responsible for the applicable purpose permitted any failure by any Person who receives Confidential Information pursuant to this Section 11.3(b)(ii)(A);8.5.2(b)(ii) to treat such Confidential Information as required under this Article; and (Biii) in the case of any disclosure of this Agreement by Amerimmune to each licensor under an Existing any actual or potential acquirer, assignee, licensee, licensor, investment banker, institutional investor, lender, or other financial partner or advisor, such disclosure shall solely be made to a Third Party Agreement; provided that such disclosure is under the confidentiality and non-use provisions of such agreement; (C) to potential acquirers (and their respective attorneys and professional advisors), in connection with a potential merger, acquisition proposed Strategic Partnership or reorganization; provided transaction that (1) the Party making the disclosure has would result in a bona fide offer from such Third Party for such a transaction, and (2) such disclosure is under an agreement to keep the terms Change of confidentiality and non-use no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 11.3(b)(ii)(C); (D) to existing investors, lenders or permitted assignees Control of such Party (and their respective attorneys and professional advisors); provided that such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders or permitted assignees of such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) if the disclosee is a Major Pharmaceutical Company or any of its Affiliates, the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to by the other Party (for purposes of clarity, the disclosing Party shall not be obligated to disclose the identity of the disclosee in order to request such consent); and (3) such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisherAmerimmune.

Publicity; Terms of this Agreement; Non-Use of Names. (a) Public Announcements. Except as required by judicial order or applicable Law (in which case, Section 11.3(b) must be complied with) or as explicitly permitted by this Article XI, neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least [**] three (3) Business Days prior to the date on which such Party would like to make the public announcement (or, in extraordinary circumstances, such shorter period as required to comply with applicable Law). Notwithstanding the foregoing, the Parties shall issue a press release, in the form attached as Schedule 11.3, within [**] after the Effective Date. Neither Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure relating to this Agreement if the contents of such press release, public announcement or disclosure (xi) (iA) does not consist of financial information and has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates, (iiB) is contained in such the issuing Party’s financial statements prepared in accordance with Accounting Standards, or (iiiC) is contained in the Redacted Version a redacted version of this Agreement, and (yii) is material to the event or purpose for which the new press release or public announcement is made. (b) Notwithstanding the terms of this Article XI: (i) Either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Laws, including the rules and regulations promulgated by the Securities and Exchange Commission or any other governmental authorityRegulatory Authority. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 11.3(b11.3(b)(i), the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of this Agreement (together with all exhibits and schedules) with respect to any filings with the US Securities and Exchange CommissionCommission (“SEC”), London Stock Exchange, the UK Listing Authority, NYSE, the NASDAQ Stock Market or any other stock exchange on which securities issued by a Party or a Party’s Affiliate are traded (the “Redacted Version”), and each Party will use commercially reasonable efforts to seek confidential treatment for such terms as may be reasonably requested by the other Party; provided that , and the Parties will use commercially reasonable efforts to file redacted versions Redacted Versions with any governing bodies which are consistent with the Redacted Version. (ii) Either Notwithstanding Section 11.1, the Receiving Party may disclose Confidential Information belonging to the existence Disclosing Party (or any of its Affiliates), and terms Confidential Information deemed to belong to both the Disclosing Party (or any of this Agreement its Affiliates) and the Receiving Party (or any of its Affiliates), to the extent (and only to the extent) such disclosure is reasonably necessary in confidencethe following instances: (A) complying with applicable Laws (including the rules and regulations of the SEC or any national securities exchange) and with judicial process, if in the reasonable opinion of the Receiving Party’s counsel, such disclosure is necessary for such compliance; (B) disclosure, solely on a “need to know basis,” to (1) its attorneysAffiliates, professional subcontractors, advisors (including attorneys and accountants), and auditors(2) subject to Section 11.3(b)(ii)(C), investment bankers, and (3) in each case of (1) and (2), such Affiliates’, subcontractors’, advisors’ and investment bankers’, and each of the Parties’, respective directors, employees, contractors and agents; provided that, in all cases of (1), (2) bankers or other financial advisors in connection with an initial public offeringand (3), other strategic transaction, or corporate valuation for internal purposes; provided that prior to any such disclosure, each disclosee must be bound by written obligations of confidentiality, non-disclosure to such professional accountants, auditors, bankers or other financial advisors is under an agreement to keep the terms of confidentiality and non-use no less rigorous restrictive than the terms contained obligations set forth in this Agreement Article XI (provided, however, that in the case of prospective investment bankers, the term of confidentiality may be shortened to three (3) years from the date of disclosure and to use such information solely in the case of legal advisors, no written agreement shall be required), which for the applicable avoidance of doubt, will not permit use of such Confidential Information for any purpose except those permitted by this Agreement; provided, however, that, in each of the above situations, the Receiving Party shall remain responsible for any failure by any Person who receives Confidential Information pursuant to this Section 11.3(b)(ii)(A); (B11.3(b)(ii)(B) or Section 11.3(b)(ii)(C) to each licensor treat such Confidential Information as required under an Existing Third Party Agreementthis Article XI; provided that such disclosure is under the confidentiality and non-use provisions of such agreement;and (C) in the case of any disclosure of this Agreement to any actual or potential acquirers (acquirer, assignee, licensee, licensor, investment banker, institutional investor, lender or other financial partners, such disclosure shall solely be of the Redacted Version, in each case, which version shall be agreed upon by the Parties in good faith; it being understood and their respective attorneys and professional advisors)agreed that, in connection with a potential mergerproposed Change of Control with respect to such Party, acquisition or reorganizationonly after negotiations with a proposed Third Party acquirer have progressed so that such Party reasonably and in good faith believes it is in the final round of negotiations with such Third Party regarding execution of a definitive agreement with such Third Party with respect to the proposed transaction, only then may such Party provide an unredacted version of this Agreement as applicable, to such Third Party; provided that (1) the a Party making the disclosure has a bona fide offer from such may also disclose an unredacted version of this Agreement to Third Party attorneys, professional accountants and auditors who are engaged by licensors and lenders and who are under obligations of confidentiality not to disclose the unredacted terms of this Agreement to such licensors or lenders for the purpose of confirming such a transaction, and (2) such disclosure is under an agreement to keep Party’s compliance with the terms of confidentiality its applicable license and loan agreements with such licensors and lenders. (iii) If a Party (the “Requesting Party”) wishes to make any public disclosure of the non-use no less rigorous than financial achievement of milestones or significant events in the terms contained in this Agreement development and to use such information solely for regulatory process and commercialization activities, it shall first notify the purpose permitted pursuant to this Section 11.3(b)(ii)(C); other Party (Dthe “Cooperating Party”) to existing investors, lenders or permitted assignees of such Party planned press release or public announcement and provide a draft for review at least three (3) Business Days in advance of issuing such press release or making such public announcement (or, with respect to press releases and their respective attorneys and professional advisorspublic announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least three (3) Business Days in advance); provided provided, however, that a Party may issue such disclosure is under an agreement to keep the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement; and (E) to potential investors, lenders press release or permitted assignees of public announcement without such Party, or to potential licensees or sublicensees of such Party (and their respective attorneys and professional advisors); provided that (1) such disclosure shall not be made prior to [**] Business Days prior to the good faith anticipated closing date for the investment, loan, assignment or license, as applicable, and shall be made only if such Party reasonably concludes that such transaction with such disclosee is likely to be consummated; (2) if the disclosee is a Major Pharmaceutical Company or any of its Affiliates, the disclosure shall be limited to the Redacted Version plus such additional terms and conditions reasonably requested by the disclosing Party and consented to review by the other Party if (for purposes A) the contents of claritysuch press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party and (B) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that the Cooperating Party may have regarding the proposed press release or public announcement, and the disclosing Requesting Party shall not incorporate any such objections or suggestions that are provided in a timely manner. The principles to be obligated observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to disclose the identity potential negative reactions of the disclosee in order to request such consent); FDA (and (3its foreign counterparts) such disclosure is under an agreement and the need to keep investors informed regarding the terms of confidentiality and non-use no less rigorous than the terms contained in this Agreement. For purposes of this subsection, the term “Major Pharmaceutical Company” means, at a given time, one of the top [**] pharmaceutical companies based on sales of ethical pharmaceuticals for the prior fiscal year as published by Pharmaceutical Executive at the following URL or any subsequent URL: xxxx://xxxxxxxxx.xxxxxxxxxx.xxx/pharmexec/data/articlestandard//pharmexec/352009/621548/article.pdf or, in the event that Pharmaceutical Executive no longer publishes such a list, by a comparable publisherRequesting Party’s business.