Common use of Publicity/Use of Names Clause in Contracts

Publicity/Use of Names. Neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Publicity/Use of Names. Neither Except as expressly permitted by this Agreement, no disclosure of the existence of, or the terms of, this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party. Notwithstanding the foregoing, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either the Parties agree that a Party may issue a press release announcing the existence of disclose this Agreement to existing or potential Third Party investors in form and substance agreed to in writing connection with due diligence or similar investigations by both such Third Parties, such agreement subject to not be unreasonably withheld or delayed. Each Party agrees not reasonable confidentiality and non-use obligations, and subject to issue any the other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the Party's prior written consent of the other Party, (which consent shall not be unreasonably withheld or delayed). It is understood that Metabasis may desire to issue a press release announcing the execution of this Agreement, which must be done only in accordance with this Section. The Parties acknowledge that each Party may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided that Arvinas agrees that Metabasis shall not issue any press releases without Merck's consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure determines, based on advice of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject are reasonably necessary to the following. Each comply with laws or regulations or for appropriate market disclosure; provided, however, that such Party agrees to provide to shall first have provided the other Party with a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior reasonable opportunity to its scheduled release. Except under extraordinary circumstances or to the extent review and comment on any such advance notice press releases, statements or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In additiondisclosures, except to the extent that doing so is not feasible within the timeframe required by Laws in connection for compliance with patent enforcement activities conducted such laws, regulations or market disclosure requirements. In addition, following the initial press release announcing this Agreement, either Party shall be free to disclose, without the other Party's prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance with Article 7herewith. Metabasis shall provide to the Vice President, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name Public Affairs a copy of each press release or other designation owned written public disclosure made by Yale University, nor Metabasis that refers to this Agreement or the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more activities of the patents or applications comprising the Yale Licensed Patentsparties hereunder.

Publicity/Use of Names. Neither The form of the initial press release that may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval by the other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure promotional materials relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except for those disclosures expressly authorized under this Article 4as may be required by applicable laws, regulations, or judicial order. Following execution The Party desiring to make the public announcement shall provide the other Party with a written copy of this Agreementthe proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, either Party may issue a press release announcing prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement in form and substance agreed its terms, under confidentiality obligations no less restrictive than those contained herein, to in writing by both Partiesits actual or prospective investors or acquirers, such agreement or as reasonably necessary to not be unreasonably withheld its prospective licensees or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; collaborators provided that Arvinas agrees that it shall be deemed reasonable for Pfizer ACI redacts sensitive information before providing to withhold its consent for the disclosure of any information related to a Target licensees or a specific Compound or the amount of any collaborators including, but not limited to, all financial and payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsprovisions.

Publicity/Use of Names. Neither No disclosure of the existence, or the terms, of this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4as may be required by law. Following execution The Parties acknowledge and agree that, upon and/or following the Effective Date, one or both of this Agreement, either Party the Parties may desire to issue a press release announcing the existence execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided, however, that neither Party shall issue any such press releases without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable a Party shall not issue any such press releases or make such statements or disclosures without the other Party’s prior review and comment. In addition, following any initial press release(s) announcing this Agreement in form and substance agreed to in writing or other public disclosure approved by both Parties, such agreement either Party shall be free to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby disclose, without the other Party’s prior written consent consent, the existence of this Agreement, the identity of the other Party, Party and those terms of the Agreement which consent shall not be unreasonably withheld have already been publicly disclosed in accordance herewith. Either Party may also disclose the terms and conditions of this Agreement under terms of confidentiality and non-use obligations that are substantially no less stringent than the confidentiality and non-use provisions in this Agreement to its current or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer potential advisors and to withhold its consent existing and potential lenders and investors for the disclosure purpose of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing such Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review financing activities and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names a potential Change of any Control of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsParty.

Publicity/Use of Names. Neither (a) The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release announcing THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. this Agreement, which is attached hereto as Exhibit C, to be issued by the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 and this Section 8.6. Except as may be required by Applicable Laws, Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 8.6 or with the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4Verastem. Following execution of Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, either Party may issue a including the initial press release announcing and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the existence distinctiveness, reputation, and validity of this Agreement in form any trademarks and substance agreed to in writing by both Parties, such agreement to corporate or trade names of Verastem shall not be unreasonably withheld impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Except as may be required by Applicable Laws, Verastem shall not use the name, trademark, trade name or delayed. Each Party agrees not to issue logo of Licensee, its Affiliates or their respective employees in any other press publicity, promotion, news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement andmatter, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement provided in this Section 8.6 or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior express written consent permission of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsLicensee.

Publicity/Use of Names. Neither (a) Within ten (10) days of the Effective Date, the Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. Prior to Lilly or Transition being deemed the Commercializing Party under Article 4, either Party may issue any subsequent press release relating to this Agreement or activities conducted hereunder upon prior written approval of the other Party, such approval not to be unreasonably withheld or delayed; provided, however, that no approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a commercialization milestone under this Agreement has been achieved and/or any payments associated therewith have been received; (2) the filing and/or approval of the drug application in the U.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 11.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall provide the other Party a copy of such proposed disclosures at least five (5) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. Except as otherwise provided in this Article 11.3(a), neither Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, publicity or news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party; provided however, except that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for those disclosures expressly authorized disclosure by the other Party then such text may be disclosed or republished in such proposed press release provided that the Party issuing such press release provides notice to the other Party of such press release at least five (5) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the other Party (whether in the form of an approved press release or prior approved presentation materials, Q&A script or the like) or it has been substantially made available through press releases, presentations or comments to analysts prior to the Effective Date, then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by the other Party. Notwithstanding the foregoing, after Lilly or Transition are deemed the Commercializing Party under this Article 4. Following execution of this Agreement, either the Commercializing Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information releases relating to this Agreement or the transactions contemplated hereby activities conducted hereunder without the prior written consent approval of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Publicity/Use of Names. Neither Promptly following the Effective Date, Company may issue a press release as mutually agreed by the Parties and attached hereto as Schedule 5.5. Either Party may make subsequent public disclosure of the contents of such press release, provided, however, that unless otherwise required by applicable law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted), neither Party shall make any other public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed). No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other PartyParty (such permission not to be unreasonably withheld, conditioned, or delayed), except as may be required by applicable law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for those disclosures expressly authorized under this Article 4. Following execution listing has been submitted) and neither Party shall not use the Trademarks of this AgreementMerck or its Affiliates in any publicity, either Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Partiespromotion, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby its subject matter, without the prior express written consent permission of the other Party. The Parties agree that after any press release is made pursuant to this Section 5.5, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer a Party may make subsequent public disclosures of the same content without having to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to give the other Party a copy the opportunity to review and comment on such subsequent disclosure, provided that such information remains accurate as of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled releasesuch time. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law***Certain Confidential Information Omitted CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, each Party shall provide the other with an advance copy of any such announcement at least MARKED BY [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and*], except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Publicity/Use of Names. Neither (a) The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section ‎8.3 and this Section ‎8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit C, to be issued by the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section ‎8.3 and this Section ‎8.6. Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section ‎8.6 or with the prior express written permission of the other PartyVerastem, except for those disclosures expressly authorized under this Article 4as may be required by Applicable Laws. Following execution of Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, either Party may issue a including the initial press release announcing and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the existence distinctiveness, reputation, and validity of this Agreement in form any trademarks and substance agreed to in writing by both Parties, such agreement to corporate or trade names of Verastem shall not be unreasonably withheld impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or delayed. Each Party agrees not to issue logo of Licensee, its Affiliates or their respective employees in any other press publicity, promotion, news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby without its subject matter, except as provided in this Section 8.6 or with the prior express written consent permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the other Partyinitial press release and all subsequent press releases, which consent and accompanied explanatory text such as “Licensed to Yakult Honsha Co., Ltd.”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. any trademarks and corporate or trade names of Licensee shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to impaired, in a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required manner consistent with best practices used by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior Verastem with respect to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not other collaborators, and in a manner consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsLicensee’s brand usage policies.

Publicity/Use of Names. Neither (a) The Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. A Party may issue any subsequent press release relating to this Agreement or activities conducted hereunder upon prior written approval of the other Party, such approval not to be unreasonably withheld or delayed; provided, however, that no approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a milestone under this Agreement has been achieved and/or any payments associated therewith have been received; (2) the filing and/or approval of the drug application in the U.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 10.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall provide the other Party a copy of such proposed disclosures at least four (4) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. Except as otherwise provided in this Article 10.3(a), neither Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, publicity or news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party; provided however, except for those disclosures expressly authorized under this Article 4that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. Following execution Neither Party shall disclose the existence or terms of this Agreement, either Party may issue Agreement pursuant to a press release announcing or otherwise except as provided in this Article 10. In addition and notwithstanding anything to the existence contrary herein, (a) if the relevant text of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other a proposed press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of has already previously been reviewed and approved for disclosure by the other Party, which consent shall not Party then such text may be unreasonably withheld disclosed or delayed; republished in such proposed press release provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide issuing such press release provides notice to the other Party of such press release at least four (4) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a copy of any proposed public announcement regarding this Agreement such as a corporate presentation or the subject matter thereof as soon as reasonably practicable under the circumstances prior comments to its scheduled release. Except under extraordinary circumstances analysts or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement investors has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has already previously been reviewed and approved for disclosure by the reviewing other Party can be re-released by either Party without a requirement for re-approval. In addition(whether in the form of an approved press release or prior approved presentation materials, except Q&A script or the like) or it has been substantially made available through press releases, presentations or comments to analysts prior to the extent required Effective Date, then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsParty.

Publicity/Use of Names. Neither Except as expressly set forth in this Agreement, no disclosure of the existence, or the terms, including the financial terms, of this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Applicable Laws. Notwithstanding anything to the contrary in this Section 9.6, the Parties shall mutually agree to a press release with respect to this Agreement in the same form as Schedule 9.6 attached hereto and shall be promptly disseminated following signature. Once such press release is approved for those disclosures expressly authorized under this Article 4. Following execution of this Agreementdisclosure by both Parties, either Party may issue a press release announcing make subsequent public disclosure of the existence contents of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement any subsequent joint or the transactions contemplated hereby approved press release without the prior written consent further approval of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except as expressly permitted in this Agreement, Xxxxx shall not, without Merck’s prior written consent, make any public statement or disclosure, whether by promotion, news release or otherwise, with respect to Antigens or Products or any other aspect of the relationship between Merck and Xxxxx under this Agreement (“Non-Public Information”). However Xxxxx may, without Merck’s prior approval, make a public statement or issue a press release which is limited solely to announcing the receipt of any Milestone Payment or Option Exercise Fee received from Merck under this Agreement, provided that Xxxxx provides Merck with no less than five (5) Business Days to review any such press release and considers, in good faith, any comments or suggestions by Merck. If the public statement or press release discloses, with respect to Non-Public Information, anything more than the receipt of the Milestone Payment or Option Exercise Fee (other than Xxxxx’x then standard corporate background information), the disclosure must be approved by Merck in writing prior to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instancedisclosure, such consent approval not to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more unreasonably withheld. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the patents or applications comprising Commission pursuant to the Yale Licensed PatentsCompany’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Publicity/Use of Names. Neither No disclosure of the existence or the terms of this Agreement may be made by either Party (or its respective Affiliates), and no Party (or its respective Affiliates) shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law; provided, however, if Merck desires to use any trademark identified by Dynavax as of the Effective Date for those disclosures expressly authorized under use for the Licensed Vaccine and/or Product in the Territory (excluding the trademark Dynavax™, but including without limitation the trademark Heplisav™), in connection with the marketing, promotion and/or sale of Product, Dynavax shall grant Merck a non-exclusive, royalty-free, perpetual license to such trademark(s), with a right of sublicense, solely for the marketing, promotion and sale of Products in the Field in the Territory in accordance with this Article 4Agreement. Following The Parties acknowledge and agree that, upon and/or following the Effective Date, the Parties shall issue a joint press release announcing the execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press release prior to the issuance thereof; provided, either however, that neither Party shall issue any such press release without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable (i) a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to Party shall not be unreasonably withheld or delayed. Each Party agrees not to issue any other such press release releases or other public statement disclosing other information relating to this Agreement make such statements or the transactions contemplated hereby disclosures without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; ’s prior review and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, comment and (ii) each Party shall provide the other Party with an advance copy of any such announcement at least [**no less than [ * ] prior to its scheduled release. Each Party shall have the right to expeditiously review for each such press release unless an otherwise shorter period of time is required under applicable public disclosure laws and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approvalregulations. In addition, except following any initial press release(s) announcing this Agreement or other public disclosure approved by both Parties, either Party shall be free to disclose, without the extent required by Laws in connection with patent enforcement activities conducted other Party’s prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsherewith. [ * ].

Publicity/Use of Names. Neither Party No disclosure of the existence of, or the terms of, this AGREEMENT may be made by either Party, and no party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement AGREEMENT or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4as may be required by law. Following execution The parties acknowledge and agree that, upon and following the Effective Date, one or both of this Agreement, either Party may the Parties intends to issue a press release announcing the existence execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided, however, that neither Party shall issue any such press releases without the other Party's consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with applicable laws and regulations; provided, however, that a Party shall not issue any such press releases or make such statements or disclosures without the other Party's prior review and comment. In addition, following any initial press release(s) announcing this Agreement in form and substance agreed to in writing or other public disclosure approved by both Parties, such agreement either Party shall be free to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby disclose, without the other Party's prior written consent consent, the existence of this Agreement, the identity of the other PartyParty and those terms of the Agreement which have already been publicly disclosed in accordance herewith. 11. ARBITRATION/GOVERNING LAW 19 <PAGE> [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.11.1

Publicity/Use of Names. Neither (a) Within ten (10) days of the Effective Date, the Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. Prior to Lilly or Transition being deemed the Commercializing Party under Article 4, either Party may issue any subsequent press release relating to this Agreement or activities conducted hereunder upon prior written approval of the other Party, such approval not to be unreasonably withheld or delayed; provided, however, that no approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a commercialization milestone under this Agreement has been achieved and/or any payments associated therewith have been received; (2) the filing and/or approval of the drug application in the U.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 11.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall provide the other Party a copy of such proposed disclosures at least five (5) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. Except as otherwise provided in this Article 11.3(a), neither Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, publicity or news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party; provided however, except that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for those disclosures expressly authorized disclosure by the other Party then such text may be disclosed or republished in such proposed press release provided that the Party issuing such press release provides notice to the other Party of such press release at least five (5) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the other Party (whether in the form of an approved press release or prior approved presentation materials, Q&A script or the like) or it has been substantially made available through press releases, presentations or comments to analysts prior to the Effective Date, then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by the other Party. The Parties also agree that following the Effective Date, Transition can disclose the mechanism of action of the Licensed Product as well as selected data, approved by Lilly, from animal efficacy studies. Notwithstanding the foregoing, after Lilly or Transition are deemed the Commercializing Party under this Article 4. Following execution of this Agreement, either the Commercializing Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information releases relating to this Agreement or the transactions contemplated hereby activities conducted hereunder without the prior written consent approval of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this . Collaboration and License Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Publicity/Use of Names. Neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news 9.6.1 The Parties have mutually approved a joint press release or disclosure relating attached hereto as Schedule 9.6.1 with respect to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, and either Party may issue a make subsequent public disclosure of the contents of such press release announcing the existence of this Agreement in form and substance agreed to in writing by both Partiesrelease. Except as may be otherwise provided herein, such agreement to not be unreasonably withheld or delayed. Each neither Party agrees not to shall issue any other press release or other make any public statement disclosing other information relating to announcement concerning the terms of this Agreement or the transactions contemplated hereby described herein without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees this Section 9.6 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. To the extent that a Party concludes in good faith that it shall is or may be deemed reasonable for Pfizer required to withhold its consent for make such a release or announcement or file or register this Agreement or a notification thereof with any Governmental Authority (including as may be required by the disclosure rules of any information related stock exchange on which such Party’s (or such Party’s Affiliates’) securities are listed) in accordance with the foregoing clause (a) or (b), as applicable, such Party agrees to consult and coordinate with the other Party with respect to such disclosure in accordance with Section 9.3 and, if applicable, the preparation and submission of a Target or confidential treatment request for this Agreement in accordance with the remainder of this Section 9.6.1. Notwithstanding the foregoing, if a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which Party is required by Applicable Law to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Governmental Authority as aforesaid and such Party has (i) promptly notified the rules other Party in writing of a securities exchangesuch requirement and any respective timing constraints, as reasonably advised by (ii) provided copies of the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide proposed disclosure or filing to the other Party reasonably in advance of such filing or other disclosure and (iii) given the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable reasonable time under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any comment upon and request confidential treatment for such advance notice or notice period is not consistent with applicable Lawdisclosure, each then such Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall will have the right to expeditiously review make such disclosure or filing at the time and recommend changes in the manner reasonably determined by its counsel to any such announcement and, except as otherwise be required by LawApplicable Law or the applicable Governmental Authority. If a Party seeks to make a disclosure or filing as set forth in this Section 9.6.1 and the other Party provides comments within the respective time periods or constraints specified herein, the Party whose announcement has been reviewed shall remove any information the reviewing Party seeking to make such disclosure or filing will reasonably deems consider such comments and use good faith efforts to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition-99- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7MARKED BY BRACKETS, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Publicity/Use of Names. Neither (a) The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 and this Section 8.6. Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 8.6 or with the prior express written permission of the other PartyVerastem, except for those disclosures expressly authorized under this Article 4as may be required by Applicable Laws. Following execution of Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, either Party may issue a including the initial press release announcing and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the existence distinctiveness, reputation, and validity of this Agreement in form any trademarks and substance agreed to in writing by both Parties, such agreement to corporate or trade names of Verastem shall not be unreasonably withheld impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or delayed. Each Party agrees not to issue logo of Licensee, its Affiliates or their respective employees in any other press publicity, promotion, news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby without its subject matter, except as provided in this Section 8.6 or with the prior express written consent permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the other Partyinitial press release and all subsequent press releases, which consent and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to impaired, in a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required manner consistent with best practices used by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior Verastem with respect to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not other collaborators, and in a manner consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsLicensee’s brand usage policies.

Publicity/Use of Names. Neither Each Party agrees to use reasonable efforts in press releases, web pages, or other public documents issued by a Party which mention a Collaboration Compound or Product to generally credit the other Party as licensor or licensee, as applicable. Either Party shall be free to disclose, without the other Party's prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. Except as set forth in the preceding sentence or as expressly permitted by this Agreement, neither Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following A press release announcing the execution of this AgreementAgreement is attached to this Agreement as Exhibit 4.4 The Parties acknowledge that each Party may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof. Notwithstanding the foregoing, either Party may issue a such press release announcing releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the existence Securities and Exchange Commission) as it determines, based on advice of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject are reasonably necessary to the following. Each comply with laws or regulations or for appropriate market disclosure; provided, however, that such Party agrees to provide to shall first have provided the other Party a copy of with not less than 48 hours to review and comment on any public announcement regarding this Agreement such press releases, statements or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or disclosures, except ** CONFIDENTIAL TREATMENT REQUESTED to the extent any such advance notice or notice period that doing so is not consistent feasible within the timeframe required for compliance with applicable Lawsuch laws, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement regulations or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsmarket disclosure requirements.