Common use of Publicity; Use of Name Clause in Contracts

Publicity; Use of Name. (a) During the Agreement Term set forth in the [***], publicity will be governed by Section 8.10 of such agreement. After the Agreement Term so specified, publicity as between the Parties shall be governed by paragraph (b) below. (b) Except to the extent already disclosed in a press release or other public announcement, and except as may be otherwise provided herein, neither Party shall issue any press release or make any public announcement concerning the terms of this Agreement or the transactions described herein without the prior written consent of the other Party, such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that it shall not be unreasonable for any Party to withhold consent with respect to any press release or public announcement containing any of such Party’s Confidential Information; and, provided, further, that this Section 5.2(b) shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement is (a) required by Applicable Law, or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates) securities are listed. (c) In each instance, the Party desiring to issue any press release or to make any public announcement shall provide the other Party with a written copy of the proposed release or announcement at least [***] prior to public release to allow such other Party to comment upon such release or announcement prior to its public release. If a Party does not provide its comments within such time period, the other Party may assume there are no comments and issue such release or announcement. Each press release and/or public announcement issued or made pursuant to this Section 5.2 shall include CFF-approved language acknowledging CFF’s funding of the Research Plan. (d) Except as may be otherwise provided herein, no Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logos of the other Party for any purpose. (e) Notwithstanding the foregoing or any contrary provision contained herein, in connection with: (a) any description by CFF of its research portfolio and of its industry discovery and development program, and/or (b) CFF’s fundraising activities, marketing materials and/or its customary reporting to the Cystic Fibrosis community, CFF shall be entitled to use and/or disclose after initial approval by Icagen, (i) the mxxx “Icagen,” Icagen’s logo and a general description of Icagen, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan consistent with the confidentiality terms herein; provided, however, CFF shall properly use any and all Icagen trademarks in a manner so as to not diminish its goodwill. Notwithstanding the foregoing or any contrary provision contained herein, in connection with any description by Icagen or its Affiliates of its research portfolio and of its industry discovery and development program, Icagen shall be entitled to use and/or disclose, and CFF hereby pre-approves Icagen’s use and/or disclosure of: (i) a general description of CFF, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan and any other terms deemed necessary for compliance with any Applicable Law consistent with the confidentiality terms herein.

Publicity; Use of Name. The Sub-Adviser conducts its investment advisory business under, and has the right to use, the licensed trade name Greywolf Capital Management LP. Upon the terms and subject to the conditions set forth in this Section 14, the Sub-Adviser hereby grants to the Adviser and the Fund a revocable, non-exclusive, non-transferable and non-sublicensable (except as expressly provided herein) royalty-free limited license (the “License”) to use the Sub-Adviser's trade name solely (i) in connection with the Fund’s or the Adviser's (a) During the Agreement Term set forth in the [***], publicity will be governed by Section 8.10 of such agreement. After the Agreement Term so specified, publicity as between the Parties shall be governed by paragraph public filings; (b) below. requests for information from state and federal regulators; (bc) Except offering materials and advertising materials; and (d) press releases, and (ii) for the Adviser or Fund, as applicable, to state in such materials that investment advisory services are being provided by the Sub-Adviser to the extent already disclosed Fund under the terms of this Agreement. Prior to using the Sub-Adviser's name in a press release any manner (including for the uses described in clauses (i) and (ii) above), the Fund or other public announcementthe Adviser, as applicable, shall submit all proposed uses to the Sub-Adviser for prior written approval. The Adviser agrees to only use the Sub-Adviser's name if it has received the prior written approval of the Sub-Adviser for such specific use. The Sub-Adviser reserves the right to terminate the License immediately upon written notice if such use by the Adviser or the Fund (x) breaches any material term, condition or provision of this Agreement, (y) is not in compliance with the Sub-Adviser's standards and policies as provided to the Adviser or (z) would, in the Sub-Adviser's reasonable judgment, otherwise damage or risk damaging its reputation. Unless terminated earlier by the Sub-Adviser, the term of the License shall be for the term of this Agreement only, including any renewals and extensions, and except the right of use as may be otherwise provided herein, neither Party herein shall issue any press release terminate immediately upon the termination or make any public announcement concerning the terms expiration of this Agreement or the transactions described herein without investment sub-advisory relationship between the prior written consent of Adviser and the other Party, such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Sub-Adviser. The Adviser and Fund agree that it shall not be unreasonable for any Party to withhold consent with respect to any press release or public announcement containing any of such Party’s Confidential Information; and, provided, further, that this Section 5.2(b) shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement the Sub-Adviser is (a) required by Applicable Law, or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates) securities are listed. (c) In each instance, the Party desiring to issue any press release or to make any public announcement shall provide the other Party with a written copy of the proposed release or announcement at least [***] prior to public release to allow such other Party to comment upon such release or announcement prior to its public release. If a Party does not provide its comments within such time period, the other Party may assume there are no comments and issue such release or announcement. Each press release and/or public announcement issued or made pursuant to this Section 5.2 shall include CFF-approved language acknowledging CFF’s funding of the Research Plan. (d) Except as may be otherwise provided herein, no Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logos of the other Party for any purpose. (e) Notwithstanding the foregoing or any contrary provision contained herein, in connection with: (a) any description by CFF sole owner of its research portfolio name and of its industry discovery and development program, and/or (b) CFF’s fundraising activities, marketing materials and/or its customary reporting to the Cystic Fibrosis community, CFF shall be entitled to use and/or disclose after initial approval by Icagen, (i) the mxxx “Icagen,” Icagen’s logo and a general description of Icagen, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms)related trademarks, and (iii) a general description of the nature of the Research Plan consistent with the confidentiality terms herein; provided, however, CFF shall properly use any and all Icagen trademarks goodwill in a manner so as the same arising from the Adviser's or Fund’s use thereof shall inure solely to not diminish the benefit of the Sub-Adviser. The Adviser may sublicense its goodwill. Notwithstanding rights under the foregoing or License solely to its affiliates and the Fund; provided that any contrary provision contained herein, in connection with any description use thereof by Icagen or its Affiliates of its research portfolio affiliates and of its industry discovery and development program, Icagen the Fund shall be entitled to use and/or disclose, upon the same terms and CFF hereby pre-approves Icagenconditions as contained herein and the Adviser shall remain liable for the Fund’s use and/or disclosure of: (i) a general description of CFF, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan and any other terms deemed necessary for compliance with any Applicable Law consistent with the confidentiality terms hereinthereof.

Publicity; Use of Name. (a) During the Agreement Term set forth in the [***], publicity will be governed by Section 8.10 of such agreement. After the Agreement Term so specified, publicity as between the Parties shall be governed by paragraph (b) below. (b) Except to the extent already disclosed in a press release or other public announcement, and except as may be otherwise provided herein, neither Party shall issue any press release or make any public announcement concerning the terms of this Agreement or the transactions described herein without the prior written consent of the other Party, such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that it shall not be unreasonable for any Party to withhold consent with respect to any press release or public announcement containing any of such Party’s Confidential Information; and, provided, further, that this Section 5.2(b) shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement is (a) required by Applicable Law, or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates) securities are listed. (c) In each instance, the Party desiring to issue any press release or to make any public announcement shall provide the other Party with a written copy of the proposed release or announcement at least [***] prior to public release to allow such other Party to comment upon such release or announcement prior to its public release. If a Party does not provide its comments within such time period, the other Party may assume there are no comments and issue such release or announcement. Each press release and/or public announcement issued or made pursuant to this Section 5.2 shall include CFF-approved language acknowledging CFF’s funding of the Research Plan. (d) Except as may be otherwise provided herein, no Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logos of the other Party for any purpose. (e) Notwithstanding the foregoing or any contrary provision contained herein, in connection with: (a) any description by CFF of its research portfolio and of its industry discovery and development program, and/or (b) CFF’s fundraising activities, marketing materials and/or its customary reporting to the Cystic Fibrosis community, CFF shall be entitled to use and/or disclose after initial approval by Icagen, (i) the mxxx “Icagen,” Icagen’s logo and a general description of Icagen, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan consistent with the confidentiality terms herein; provided, however, CFF shall properly use any and all Icagen trademarks in a manner so as to not diminish its goodwill. Notwithstanding the foregoing or any contrary provision contained herein, in connection with any description by Icagen or its Affiliates of its research portfolio and of its industry discovery and development program, Icagen shall be entitled to use and/or disclose, and CFF hereby pre-approves Icagen’s use and/or disclosure of: (i) a general description of CFF, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan and any other terms deemed necessary for compliance with any Applicable Law consistent with the confidentiality terms herein.

Publicity; Use of Name. (a) During the Agreement Term set forth in the [***], publicity will be governed by Section 8.10 of such agreement. After the Agreement Term so specified, publicity as between the 5.2.1 The Parties shall be governed by paragraph (b) belowmutually agree upon the timing and content of any initial press release or other public announcement relating to this Agreement and the transactions contemplated herein. (b) 5.2.2 Except to the extent already disclosed in a the initial press release or other public announcementannouncement referenced in Section 5.2.1 above, and except as may be otherwise provided herein, neither Party shall issue any press release or make any public announcement concerning the terms of this Agreement or the transactions described herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that it shall not be unreasonable for any Party to withhold consent with respect to any press release or public announcement containing any of such Party’s Confidential Information; and, provided, further, that this Section 5.2(b) Article V shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement is (a) legally required by Applicable Law, or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates) securities are listed. Notwithstanding the foregoing, EPIX shall be permitted to disclose the existence and terms of this Agreement to investment bankers, investors, and potential investors, licensees and potential licensees, acquirers or merger partners, lenders and potential lenders and potential acquirers or merger partners who have executed a confidentiality agreement with EPIX. (c) 5.2.3 In each instance, the Party desiring to issue any press release or to make any public announcement shall provide the other Party with a written copy of the proposed release or announcement at least [***] in sufficient time prior to public release to allow such other Party to comment upon such release or announcement prior to its public release. If a Party does not provide its comments within such time periodIn addition, the other Party may assume there are no comments and issue such release or announcement. Each each press release and/or public announcement issued or made pursuant to this Section 5.2 shall include CFFCFFT-approved language acknowledging CFFCFFT’s contribution to the funding of the Research PlanProject. (d) 5.2.4 Except as may be otherwise provided herein, no Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logos of the other Party for any purpose. (e) 5.2.5 Notwithstanding the foregoing or any contrary provision contained herein, in connection with: (a) any description by CFF either Party of its research portfolio and of its industry discovery and development program, and/or (b) CFFsuch Party’s fundraising activities, marketing materials and/or its customary reporting to the Cystic Fibrosis communityrequirements, CFF such Party shall be entitled to use and/or disclose after initial approval by Icagendisclose, and the other Party hereby pre-approves such Party’s use and/or disclosure of: (i) the mxxx “Icagen,” Icagennames of the other Party, the other Party’s logo and a general description of Icagenthe other Party, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms)Agreement, and (iii) a general description of the nature of the Research Plan consistent with the confidentiality terms herein; provided, however, CFF shall properly use any and all Icagen trademarks in a manner so as to not diminish its goodwill. Notwithstanding the foregoing or any contrary provision contained herein, in connection with any description by Icagen or its Affiliates of its research portfolio and of its industry discovery and development program, Icagen shall be entitled to use and/or disclose, and CFF hereby pre-approves Icagen’s use and/or disclosure of: (i) a general description of CFF, (ii) the existence and a general description of the nature of this Agreement (excluding financial terms), and (iii) a general description of the nature of the Research Plan and any other terms deemed necessary for compliance with any Applicable Law consistent with the confidentiality terms hereinProject.