Common use of Securities Filings Clause in Contracts

Securities Filings. In the event either Party determines that it is required to file with the U.S. Securities and Exchange Commission (and/or the securities regulators of any state or other jurisdiction) a registration statement or any other disclosure document which describes any of the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file shall use reasonable efforts to obtain confidential treatment of the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to comply. No such notice shall be required under this Section 6.4 if and to the extent that the specific information contained in the proposed filing has previously been included in any previous filing or disclosure made by either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In Notwithstanding anything to the event contrary in this Article 12 (Confidentiality), if either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdictionjurisdiction (including the NASDAQ and the NYSE) a registration statement or any other disclosure document which that describes any of or refers to the terms and conditions of this AgreementAgreement or any related agreements between the Parties and constitutes Confidential Information, then such Party shall promptly will notify the other Party of such intention. The Party required to make such filing shall intention and will provide such the other Party with a copy of relevant portions of the proposed filing not less than ten (10) at least [***] Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating that refer to the other Party or the terms and conditions of this AgreementAgreement or any related agreements between the Parties. The Party making such filing will only disclose Confidential Information that its counsel advises is legally required to file shall use reasonable efforts be disclosed and, if this Agreement or any related agreements between the Parties are proposed to be filed as exhibits, will cooperate in good faith with the other Party to obtain confidential treatment of the terms and conditions of this Agreement or such related agreements that such the other Party reasonably requests to be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to comply. No such notice shall will be required under if the description of or reference to this Section 6.4 if and to Agreement or a related agreement between the extent that the specific information Parties contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to in accordance with this Article 6, Section 12.6 (Securities Filings) or is otherwise approved in advance in writing by the other Party.

Securities Filings. In Notwithstanding anything to the contrary in this Article 11, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which that describes any of or refers to the terms and conditions of this AgreementAgreement or any related agreements between the Parties, such Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such the other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) at least [***] prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating that refer to the other Party or the terms and conditions of this AgreementAgreement or any related agreements between the Parties. The Party required to file making such filing shall use reasonable efforts cooperate in good faith with the other Party to obtain confidential treatment of the terms and conditions of this Agreement or any related agreements between the Parties that such the other Party requests to be kept confidentialconfidential or otherwise afforded confidential treatment, and shall only disclose Confidential Information which that it is reasonably advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under if the description of or reference to this Section 6.4 if and to Agreement or a related agreement between the extent that the specific information Parties contained in the proposed filing has previously been included in any previous filing made by the either Party in accordance with this Section 11.6 or otherwise approved by the other Party or disclosed in a prior press release by the Parties or other prior public disclosure made by either a Party hereunder pursuant to in accordance with the terms of this Article 6, or is otherwise approved in advance in writing by the other Party11.

Securities Filings. In Notwithstanding anything to the contrary in this Agreement, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities Law or the rules of any national securities exchange, the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required intention and shall use reasonable efforts to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten [ * ] prior to (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less later than three (3[ * ] prior to) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under this Section 6.4 11.5 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Securities Filings. In Notwithstanding anything to the contrary in this Agreement, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities Law or the rules of any national securities exchange, the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required intention and shall use reasonable efforts to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten [***] prior to (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less later than three (3[***] prior to) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under this Section 6.4 11.5 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes any of or refers to the terms and conditions of this AgreementAgreement or the Series B-2 Preferred Stock Purchase Agreement under the Securities Act of 1933, such as amended, the Securities Exchange Act of 1934, as amended, or any other applicable securities Law, the Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) [***] prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including without limitation any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of this Agreement and the Series B-2 Preferred Stock Purchase Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which that it is advised by legal counsel is legally required to be disclosed in order or required to complybe disclosed. No such notice shall be required under this Section 6.4 12.5 if and the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In the event either a Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act, the Securities Exchange Act, of 1934, as amended, or any of the terms and conditions of this Agreementother applicable securities laws, such Party shall promptly will notify the other Party in writing of such intention. The Party required to make such filing shall intention and will provide such other Party with a copy of relevant portions of the proposed filing not less than ten five (105) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) days prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including without limitation any exhibits thereto relating appendices to the terms and conditions of this Agreement. The Party required to file shall , will consider in good faith the other Party’s comments and will use reasonable efforts to obtain confidential treatment of the terms and conditions of any information concerning this Agreement that such other Party requests requests, no later than two (2) days prior to such filing, be kept confidential, and shall will only disclose Confidential Information which that it is advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall will be required under this Section 6.4 5.5 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement statement, periodic report, or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any of other applicable securities Law, the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) Days prior to such filing (provided that, whenever practicable, such portions shall be provided not less than five (5) Business Days prior to such filing) (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms Agreement, and conditions of this Agreement. The Party required to file shall use reasonable efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidentialconfidential (except to the extent advised by counsel that confidential treatment is not available for such information), and shall only disclose Confidential Information which it is advised by legal counsel or, if applicable, by a Regulatory Authority, is legally required to be disclosed in order to complydisclosed. No such notice shall be required under this Section 6.4 7.4 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In Notwithstanding anything to the contrary in this Agreement, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities Law or the rules of any national securities exchange, the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required intention and shall use reasonable efforts to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days days prior to (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less later than three four (34) Business Daysdays prior to) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under this Section 6.4 11.5 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) - 77 - jurisdiction a registration statement or any other disclosure document which describes any of or refers to the terms and conditions of this AgreementAgreement or the Series B-2 Preferred Stock Purchase Agreement under the Securities Act of 1933, such as amended, the Securities Exchange Act of 1934, as amended, or any other applicable securities Law, the Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) [***] prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including without limitation any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of this Agreement and the Series B-2 Preferred Stock Purchase Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which that it is advised by legal counsel is legally required to be disclosed in order or required to complybe disclosed. No such notice shall be required under this Section 6.4 12.5 if and the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In Notwithstanding anything to the contrary in this Agreement, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities Law or the rules of any national securities exchange, the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intention. The Party required intention and shall use reasonable efforts to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten [ * ] prior to (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less later than three (3[ * ] prior to) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file , and shall use reasonable efforts to obtain confidential treatment of the terms and conditions of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under this Section 6.4 11.5 if and the substance of the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.

Securities Filings. In Notwithstanding anything to the contrary in this Article 10, in the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which that describes any of or refers to the terms and conditions of this AgreementAgreement or any related agreements between the Parties, such Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such the other Party with a copy of relevant portions of the proposed filing not less than ten at least five (105) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating that refer to the other Party or the terms and conditions of this AgreementAgreement or any related Agreements between the Parties. The Party required to file making such filing shall use reasonable efforts cooperate in good faith with the other Party to obtain confidential treatment of the terms and conditions of this Agreement or any related Agreements between the Parties that such the other Party requests be kept confidentialconfidential or otherwise afforded confidential treatment, and shall only disclose Confidential Information which that it is reasonably advised by legal outside counsel is legally required to be disclosed in order to complydisclosed. No such notice shall be required under if the description of or reference to this Section 6.4 if and to Agreement or a related agreement between the extent that the specific information Parties contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to in accordance with this Article 6, Section 10.6 or is otherwise approved in advance in writing by the other Party.

Securities Filings. In the event either Party determines that it is required to file with the U.S. Securities and Exchange Commission (and/or the securities regulators of any state or other jurisdiction) a registration statement or any other disclosure document which describes any of the terms and conditions of this Agreement, such Party shall promptly notify the other Party of such intentionrequirement. The Party required to make such filing shall provide such other Party with a copy of relevant portions of the proposed filing not less than ten (10) Business Days [***] (or such shorter period of time as may be required, under the circumstances, to comply with applicable Laws, but in no event less than three (3) Business Days[***]) prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file shall use reasonable efforts to obtain confidential treatment of the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by legal counsel is legally required to be disclosed in order to comply. No such notice shall be required under this Section 6.4 10.10 if and to the extent that the specific information contained in the proposed filing has previously been included in any previous filing or disclosure made by either Party hereunder pursuant to this Article 610, or is otherwise approved in advance in writing by the other Party.. If a Party determines that this Agreement is required to be filed by such Party with the U.S. Securities and Exchange Commission or of another securities regulatory authority, the Party required to file shall use diligent efforts to obtain confidential treatment of the terms and conditions of this Agreement that such other Party requests be kept confidential. ARTICLE XI PATENT PROSECUTION AND ENFORCEMENT

Securities Filings. In the event either Party determines that it is required proposes to file with the U.S. Securities and Exchange Commission (and/or or the securities regulators of any state or other jurisdiction) jurisdiction a registration statement or any other disclosure document which describes any of or refers to the terms and conditions of this AgreementAgreement under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable securities Law, such Party shall promptly notify the other Party of such intention. The Party required to make such filing intention and shall provide such other Party with a copy of relevant portions of drafts of the proposed filing not less than ten (10) Business Days (or such shorter period of time as may be required, under the circumstances, to comply with applicable Lawssoon as reasonably practicable, but in no event less than three (3) Business Days) [***] prior to such filing (filing, and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including without limitation any exhibits thereto relating to the terms and conditions of this Agreement. The Party required to file making such filing shall use reasonable efforts to obtain confidential treatment of the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which that it is advised by legal counsel is legally required to be disclosed in order or required to complybe disclosed. No such notice shall be required under this Section 6.4 9.5 if and the description of or reference to the extent that the specific information this Agreement contained in the proposed filing has previously been included in any previous filing or disclosure made by the either Party hereunder pursuant to this Article 6, or is otherwise approved in advance in writing by the other Party.