Common use of Terms and Conditions Confidential Clause in Contracts

Terms and Conditions Confidential. Neither Party will disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or the rules of any securities exchange or automated quotation system to make any such disclosure of this Agreement, it will, except where impracticable for necessary disclosures or not permitted, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall consult with one another concerning which terms of this Agreement will be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with those set forth herein. Each Party shall have the right to issue press releases in regards to this Agreement only with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance notice to the other Party and reasonably considering comments provided by such other Party). Following issuance of any agreed press releases, each Party may disclose to Third Parties the information contained in such press releases without the need for further approval by the other Party.

Terms and Conditions Confidential. Neither Party will shall disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or with respect to complying with the rules disclosure requirements of any securities exchange or automated quotation system to make Governmental Authority in connection with any such disclosure required filing of this Agreement, it will, except where impracticable for necessary disclosures or not permitted, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall consult with one another concerning which terms of this Agreement will shall be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with those set forth herein. Each Party shall have the right to issue press releases in regards regard to this Agreement only or the Product with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance [***] Business Days’ notice to the other Party and reasonably considering comments provided by such other PartyParty within [***] Business Days after such notice, or such shorter notice and comment time periods as the disclosing Party may reasonably require). Following issuance Notwithstanding the foregoing, Amgen may issue one or more public announcements to the health care community providing certain details of any agreed press releasesthe transition of Commercialization activities and Medical Affairs Activities to Amgen as contemplated by this Agreement in the general form attached hereto as Schedule 3; thereafter, Novartis and Amgen may each Party may disclose to Third Parties the information contained in such press releases announcement without the need for further approval by the other Party. This Agreement supersedes the Confidential Disclosure Agreement between Amgen and Novartis or its Affiliates dated [***], including any written requests thereunder, (the “Prior Agreement”) with respect to information disclosed thereunder relating to the Product and the research and Development related thereto. All confidential information exchanged between the Parties under the Prior Agreement shall be deemed Confidential Information of the disclosing Party and shall be subject to the terms of this Agreement.

Terms and Conditions Confidential. Neither Party will shall disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or with respect to complying with the rules disclosure requirements of any securities exchange or automated quotation system to make Governmental Authority in connection with any such disclosure required filing of this Agreement, it will, except where impracticable for necessary disclosures or not permitted, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall consult with one another concerning which terms of this Agreement will shall be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with those set forth herein. Each Party shall have the right to issue press releases in regards to this Agreement only or the Product with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance [*] Business Days’ notice to the other Party and reasonably considering comments provided by such other PartyParty within [*] Business Days after such notice, or such shorter notice and comment time periods as the disclosing Party may reasonably require). Following issuance of any agreed press releasesNotwithstanding the foregoing, the Parties shall agree upon and each Party shall release, at a date(s) and time(s) to be mutually agreed by the Parties, a press release to announce the execution of this Agreement in the applicable form attached hereto as the Press Release Schedule; thereafter, Novartis and Amgen may each disclose to Third Parties the information contained in such press releases release without the need for further approval by the other Party. This Agreement supersedes the Confidential Disclosure Agreement between Amgen and Novartis or its Affiliates dated [*] including any written requests thereunder, (the “Prior Agreement”) with respect to information disclosed thereunder relating to the Product and the research and Development related thereto. All confidential information exchanged between the Parties under the Prior Agreement shall Amgen Ref. No. 2017747574 Page 43 be deemed Confidential Information of the disclosing Party and shall be subject to the terms of this Agreement.

Terms and Conditions Confidential. Neither Party will disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or the rules of any securities exchange or automated quotation system to make any such disclosure of this Agreement, it will, except where impracticable for necessary disclosures or not permitteddisclosures, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall will consult with one another concerning which terms of this Agreement will be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall will seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall will have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, potenial acquirors, licenseesinvestors or lenders of such Party, as a part of their due diligence investigations, provided that such potential acquirors, investors or lenders have agreed in writing to keep the terms of this Agreement confidential and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) to use such confidential information solely for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality permitted pursuant to this Section 9.3 (Terms and non-use that are materially consistent with those set forth hereinConditions Confidential). Each Party shall will have the right to issue press releases in regards to this Agreement only with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance notice to the other Party and reasonably considering comments provided by such other Party). Following issuance Notwithstanding the foregoing, the Parties will agree upon an initial press release to announce the execution of any agreed press releasesthis Agreement in the form attached hereto as Appendix A: Press Release Schedule; thereafter, each Party may each disclose to Third Parties the information contained in such press releases release without the need for further approval by the other Party.

Terms and Conditions Confidential. Neither Party will disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or the rules of any securities exchange or automated quotation system to make any such disclosure of this Agreement, it will, except where impracticable for necessary disclosures or not permitteddisclosures, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall will consult with one another concerning which terms of this Agreement will be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall will seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall will have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licenseesinvestors or lenders of such Party, as a part of their due diligence investigations, provided that such potential acquirors, investors or lenders have agreed in writing to keep the terms of this Agreement confidential and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) to use such confidential information solely for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality permitted pursuant to this Section 9.3 (Terms and non-use that are materially consistent with those set forth hereinConditions Confidential). Each Party shall will have the right to issue press releases in regards to this Agreement only with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance notice to the other Party and reasonably considering comments provided by such other Party). Following issuance Notwithstanding the foregoing, the Parties will agree upon an initial press release to announce the execution of any agreed press releasesthis Agreement; thereafter, each Party may disclose to Third Parties the information contained in such press releases release without the need for further approval by the other Party.

Terms and Conditions Confidential. Neither Party will shall disclose the terms and conditions of this Agreement except as may be required by Applicable Law. Notwithstanding the foregoing, if a Party is required by Applicable Law or with respect to complying with the rules disclosure requirements of any securities exchange or automated quotation system to make Governmental Authority in connection with any such disclosure required filing of this Agreement, it will, except where impracticable for necessary disclosures or not permitted, give reasonable advance notice to the other Party of such disclosure requirement and the Parties shall consult with one another concerning which terms of this Agreement will shall be requested to be redacted in any public disclosure of the Agreement, and in any event each Party shall seek reasonable confidential treatment for any public disclosure by any such Governmental Authority. Each Party shall have the right to disclose this Agreement to its actual and bona fide potential investors, lenders or other financing sources, acquirors, licensees, and Sublicensees (in each case, other than an Excluded Party unless the other Party consents thereto in writing) for the purpose of evaluating or carrying out an actual or potential investment, loan, financing, acquisition, license, or collaboration, in each case provided that such disclosure is covered by terms of confidentiality and non-use that are materially consistent with those set forth herein. Each Party shall have the right to issue press releases in regards to this Agreement only or the Product with the prior written agreement of the other Party or as required to comply with any Applicable Law or by the rules of any stock exchange or automated quotation system (in the case of such required disclosure, by providing reasonable advance [*] Business Days’ notice to the other Party and reasonably considering comments provided by such other PartyParty within [*] Business Days after such notice, or such shorter notice and comment time periods as the disclosing Party may reasonably require). Following issuance of any agreed press releasesNotwithstanding the foregoing, the Parties shall agree upon and each Party shall release, at a date(s) and time(s) to be mutually agreed by the Parties, a press release to announce the execution of this Agreement in the applicable form attached hereto as the Press Release Schedule; thereafter, Novartis and Amgen may each disclose to Third Parties the information contained in such press releases release without the need for further approval by the other Party. This Agreement supersedes the Confidential Disclosure Agreement between Amgen and Novartis or its Affiliates dated [*] including any written requests thereunder, (the “Prior Agreement”) with respect to information disclosed thereunder relating to the Product and the research and Development related thereto. All confidential information exchanged between the Parties under the Prior Agreement shall Amgen Ref. No. 2017747574 Page 43 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. be deemed Confidential Information of the disclosing Party and shall be subject to the terms of this Agreement.