Common use of Securities Filings Clause in Contracts

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 securities Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] prior to (but in no event later than [***] 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 this Agreement, and shall use reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which is legally required to be disclosed. No such notice shall be required under this Section 13.3 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 Applicable Law law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) 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 this Agreement, and shall use reasonable efforts [***] to obtain confidential treatment 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 6.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information Confidential Portions of this Exhibit marked as [***] has have been excluded from this exhibit because it is both (i) not material omitted pursuant to a request for confidential treatment and (ii) would be competitively harmful if publicly disclosed.have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] prior to (but in no event later than [***] ]) [***]prior to) 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 Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. relating to this Agreement, and shall use reasonable efforts to obtain confidential treatment 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] business days prior to (but in no event later than [***] 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 this Agreement, and shall use reasonable efforts to obtain confidential treatment 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [*** * *] prior to (but in no event later than [*** * *] 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 this Agreement, and shall use reasonable efforts to obtain confidential treatment 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] business days prior to (but in no event later than [***] 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 this Agreement, and shall use reasonable efforts to obtain confidential treatment 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes determines that it is required to file with the U.S. Securities and Exchange Commission or (and/or the securities regulators of any state or other jurisdiction jurisdiction) a registration statement or any other disclosure document which describes or refers to any of the terms and conditions of this Agreement under the Securities Act of 1933Agreement, as amended, the Securities Exchange Act, of 1934, as amended, any other securities Applicable Law or the rules of any national securities exchange, the such Party shall promptly notify the other Party of such intention and intention. The Party required to make such filing shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] prior ten (10) Business Days (or ‑50‑ Confidential Treatment RequestedUnder 17 C.F.R. §§ 200.80(b)(4), 200.83 and 240.24b-2 such shorter period of time as may be required, under the circumstances, to (comply with applicable Laws, but in no event later less than [***] three (3) Business Days) prior to) 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, and . The Party required to file shall use reasonable efforts Diligent Efforts to obtain confidential treatment of any information concerning 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 discloseddisclosed in order to comply. No such notice shall be required under this Section 13.3 11.4 if and to the substance of extent that the description of or reference to this Agreement specific information 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 11, or is otherwise approved in advance in writing by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event If either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 other applicable securities Applicable Law or the rules of any national securities exchangeLaw, the Party shall will notify the other Party of such intention and shall use reasonable efforts to will provide such other Party with a copy of relevant portions of the proposed filing not less than [***] five Business Days prior to (but in no event later than [***] 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 this Agreementfiling, and shall use reasonable efforts will seek to obtain confidential treatment of any information concerning this the Agreement that such other [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Party requests be kept confidentialconfidential (except to the extent advised by counsel that confidential treatment is not available for such information), and shall will only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall will be required under this Section 13.3 14.4 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state state, country, province or other 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, Act of 1934, as amended, or any other securities Applicable Law or the rules of any national securities exchangeLaw, the such Party shall will notify the other Party of such intention and shall use reasonable efforts to will provide such other Party with a copy of relevant portions of the proposed filing not less than [***] Business Days prior to (but in no event later than [***] 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 this Agreement, and shall will use reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall will only disclose Confidential Information of the Disclosing Party which it is advised by counsel is legally required to be disclosed. No such notice shall will be required under this Section 13.3 8.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either other Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 other applicable securities Applicable Law or the rules of any national securities exchangeLaw, the Party shall will notify the other Party of such intention and shall use reasonable efforts to will provide such other Party with a copy of relevant portions of the proposed filing not less than [***] three (3) business days prior to (but in no event later than [***] prior to) such filing (provided that, whenever practicable, such portions will be provided not less than 5 business days prior to such filing) (and any material revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this the Agreement, and shall use reasonable efforts to will obtain confidential treatment of any information concerning this the 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 will only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall will be required under this Section 13.3 8.4 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state state, country, province or other 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, or any other securities Applicable Law or the rules of any national securities exchangeLaw, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] five (5) business days prior to (but in no event later than [***] 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 this Agreement, and shall use reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential [*] = 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. Information of the Disclosing Party which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 11.4 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either other Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other 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 other applicable securities Applicable Law or the rules of any national securities exchangeLaw, the Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] three (3) business days prior to (but in no event later than [***] prior to) such filing (provided that, whenever practicable, such portions shall be provided not less than 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 this the Agreement, and shall use reasonable efforts to obtain confidential treatment of any information concerning this the 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 counsel is legally required to be disclosed. No such notice shall be required under this Section 13.3 7.4 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities Applicable Law or the rules of any national securities exchangeLaw, the such Party shall notify the other Party of such intention and shall use reasonable efforts to provide such other Party with a copy of relevant portions of drafts of the proposed filing not as soon as reasonably practicable, but in no event less than [***] prior to (but in no event later than [***] 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, and . The Party making such filing 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 confidential, and shall only disclose Confidential Information which that it is advised by counsel is legally required to be disclosed or required to be disclosed. No such notice shall be required under this Section 13.3 9.5 if the substance of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.