Common use of Public Announcements Clause in Contracts

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long as this Agreement is The Parties have agreed to make an announcement in effect, Parent and Merger Sub, the form set out in Schedule 10.4 on the one handdate of execution of this Agreement. Subject to the foregoing and Section 10.2.5, and the Company, on the other, Parties have agreed that neither Party shall not issue any public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party (or any of its Affiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make any such a public statement disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other [***] 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 Offer, omitted portions. Party to repeat any information regarding the Merger or this Agreement without the prior written consent terms of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each 10.4; provided that such information remains accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as this Agreement is Schedule 9.5, the release of which the Parties shall coordinate in effect, Parent and Merger Sub, on order to accomplish such release promptly upon a date to be mutually agreed by the one hand, and the Company, on the other, Parties. Neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withheldDisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or regulations of any applicable United States securities exchange its parent entity) are listed (or regulatory or governmental body to which the relevant party is subjectan application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the restrictions set forth in this Section 5.6 shall not apply right to any public release or public announcement publicly disclose research, development and commercial information (xincluding with respect to regulatory matters) made or proposed to be made by regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each caseLicensed Products; provided, that does not violate Section 5.3 or (y) in connection such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any dispute between information regarding the parties regarding terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.69.5; provided, each that such information remains accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Neither Party nor their respective Affiliates shall not issue any press release or make any public statement with respect to the Offer, the Merger or announcement regarding this Agreement or disclose the terms and conditions of this Agreement or any other agreements contemplated hereby to any Third Party without the prior written consent of the other party Party (not to be unreasonably withheld, delayed or conditioned), except (a) to advisors (including consultants, financial advisors, attorneys and accountants) on a need to know basis, in each case, under circumstances that reasonably protect the confidentiality thereof, (b) to the extent such disclosure is required by Applicable Law (including securities laws), (c) to potential acquirers of a majority of the assets of such Party related to this Agreement or equity of such Party in connection with negotiations of definitive agreements so long as the disclosing Party provides the other Party with prior written notice of any such disclosure (a Party shall not be required to disclose the other Person to any such negotiations or the terms of any proposed transaction), (d) those terms and conditions specifically designated for disclosure in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, or (e) as otherwise mutually agreed by the Parties (which consent agreement shall not be unreasonably withheld, conditioned or delayed), except as delayed and shall take into consideration the need for accuracy and compliance with (i) regulatory guidance documents and (ii) market requirements of the New York Stock Exchange or such other recognized exchange(s) on which securities of a Party or one of its Affiliates may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancelisted. Notwithstanding the foregoing, (A) without the restrictions set forth in this Section 5.6 shall not apply to any public release prior written consent of the other Party, Pfenex or public announcement Hospira may (xI) made or proposed to be made by file with the Company in connection with an Acquisition Proposal, Securities and Exchange Commission (the “SEC”) a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding Current Report on Form 8-K describing this Agreement or and the transactions contemplated hereby. The hereby and (II) file a copy of this Agreement with the SEC as an exhibit to such Current Report on Form 8K or a subsequent periodic report; provided, that the Parties shall consult with each other so as to minimize the necessary disclosure and shall seek confidential treatment of such portions of this Agreement and the terms and conditions thereof as agreed upon by the Parties and permitted under Applicable Laws; and (B) the Parties agree to issue a joint press release announcing the execution and delivery of this Agreement shall not be issued prior Agreement, which is attached hereto as Exhibit B. Thereafter, Pfenex and Hospira may each disclose to Third Parties the approval of each of the Company and Parent. The Company shall (i) file one or more current reports information contained in such Current Report on Form 8-K with the SEC attaching the announcement or such press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with without the SEC attaching need for further approval by the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyother Party.

Public Announcements. So long as The initial press release with respect to the execution of this Agreement is in effect, shall be a joint press release to be reasonably agreed upon by Parent and Merger SubMLP. Thereafter, on neither MLP nor Parent shall issue or cause the one hand, and the Company, on the other, shall not issue publication of any press release or make any other public statement announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to the Offer, the Merger or this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as may be required by applicable Law or the rules or regulations of by any applicable United States listing agreement with the NYSE or other national securities exchange or regulatory or governmental body as determined in the good faith judgment of the party proposing to which the relevant party is subject, make such release (in which case such party shall not issue or cause the party required to make the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (a) MLP shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in not be required by this Section 5.6 shall not apply to consult with any public release or other party with respect to a public announcement (x) made or proposed to be made by the Company in connection with the receipt and existence of an Acquisition Proposal, MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) public announcement in connection with any dispute between the parties regarding this Agreement or receipt and existence of a Parent Alternative Proposal that the transactions contemplated hereby. The press release announcing Parent Managing GP Board (upon the execution and delivery of this Agreement shall not be issued prior to the approval of each recommendation of the Company Parent Conflicts Committee) believes is bona fide and Parent. The Company shall (i) file one matters related thereto or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.65.4(d) to negotiate with MLP in good faith; provided, further, that each of the parties party and their respective controlled affiliates may make public statements that are consistent with statements made in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyor MLP in compliance with this Section 5.6.

Public Announcements. So long The Parties have agreed upon the content of a press release which shall be issued substantially in the form attached hereto as Schedule 7.4, the release of which the Parties shall coordinate in order to accomplish such release promptly following delivery by Receptos of the written notification and supporting documentation contemplated by Section 10.3.1. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory securities listing organization on which the securities of the disclosing Party are listed (or governmental body to which an application for listing has been submitted) (“Required Public Disclosure”). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such release or announcement Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in advance writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of such issuancethe Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos, its Sublicensees and the restrictions set forth respective Affiliates of Receptos and its Sublicensees shall have the right to publicly announce, make a press release, or make other public disclosures of development activities or information regarding the Licensed Compound in this Section 5.6 shall not apply the Lead Indication pursuant to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding Development Plan and Budget and this Agreement or the transactions contemplated hereby. The press release announcing the execution (including with respect to status, regulatory matters, timeline, budget and delivery results of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall operations); provided (i) file one or more current reports on Form 8-K such disclosure is subject to the provisions of Sections 7.1 through 7.3 with the SEC attaching the announcement press release and a copy respect to Confidential Information of this Agreement as exhibits AbbVie and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each no use of the parties may make public statements in response to questions by pressname of AbbVie (or insignia, analystsor any contraction, investors, business partners abbreviation or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyadaptation thereof) occurs without AbbVie’s prior written permission.

Public Announcements. So long as Within a reasonable time following the Effective Date of this Agreement, the Parties will issue a joint press release announcing the existence of this Agreement is in effectthe form and substance mutually agreed upon by the Parties. Except as set forth in the preceding sentence, Parent and Merger Subneither Party shall make any public announcement concerning the transactions contemplated herein, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to which includes the Offername of the other Party or any of its Affiliates or otherwise use the name of the other Party or any of its Affiliates in any public statement or document, the Merger or this Agreement without the prior written consent of the other party (Party, which consent shall not be unreasonably withheld; provided, conditioned however, that either Party may make such public announcements or delayed), except disclosures as may be required by applicable Law regulation, law or judicial order. Except for any regulatory, legal or judicial disclosure obligation, any such public announcement proposed by a Party that names the rules other Party shall first be provided in draft to the other Party which shall have fifteen (15) business days to review such draft prior to the issue or regulations publication of any applicable United States securities exchange the disclosure. Except as expressly permitted by this Section 9.2, neither Party shall publish or regulatory otherwise disclose the existence of this Agreement, or governmental body its terms, without the other *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party’s prior written consent; provided, however, that a Party may disclose the existence and/or terms of this Agreement to such Party’s professional advisors and, on a confidential basis and subject to a written confidentiality agreement not less stringent then the confidentiality terms contained herein and of which the relevant other Party is a third party is subjectbeneficiary, to potential Third Party investors or acquirors or, in which the case the party required of Proprius, to make the release or announcement shall use its commercially reasonable efforts to allow potential Sublicensees, in each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company case in connection with an Acquisition Proposal, a Superior Proposal due diligence or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions similar investigations by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyThird Parties.

Public Announcements. So long as this Agreement is in effectThe public disclosure to be made by any of the parties accompanying the announcement of the Contemplated Transactions, Parent including, among other things, the initial press release to be issued with respect to the Contemplated Transactions, the description of the Contemplated Transactions for purposes of the notification and Merger Subreport form to be filed pursuant to the HSR Act, on the one handdescription of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the Companyinitial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, on the otherwill be made only as agreed by LM and GE, shall not except as required by Applicable Law. Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other press release or make any public statement with respect to the Offer, Transaction Documents or the Merger or this Agreement Contemplated Transactions without the prior written consent of the other party (other, which consent shall will not be unreasonably withheld, conditioned withheld or delayed), except as may that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by applicable Law LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or modified disclosure to be made concerning the rules or regulations Contemplated Transactions within one Business Day following GE's receipt of any applicable United States securities exchange or regulatory or governmental body to LM's written request, which shall include a copy of the relevant party is subject, in which case comments and the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuanceproposed disclosure. Notwithstanding the foregoing, the restrictions set forth in no provision of this Section 5.6 7.03 shall not apply to relieve any public release or public announcement (x) made or proposed to be made by party from its obligations under Section 4.02 of the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Contribution Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery Section 6.01 of this Agreement shall not be issued prior to Agreement, as the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties case may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companybe.

Public Announcements. So long as (1) Purchaser shall issue a press release (the “Press Release”) announcing the execution and delivery of this Agreement, (2) Purchaser shall file a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement is in effectand appending as exhibits this Agreement and the Press Release, Parent (3) Purchaser shall file the Registration Statement (as defined below) along with a preliminary prospectus supplement thereto, and Merger Sub(4) TRT shall file an amendment to the Schedule 13D/A filed on July 17, on 2012 reporting the one handentry into this Agreement (the Press Release, the Form 8-K, and the Companyamendment to Schedule 13D/A, the “Disclosure Materials”) , amending any applicable items to confirm its obligations under this Agreement, and appending this Agreement as an exhibit thereto, and the party filing and/or disseminating the applicable Disclosure Materials shall deliver a draft thereof to the other party in advance of filing such materials with the SEC or disseminating same (whichever occurs earlier) in order to permit the other party and its counsel with a reasonable opportunity to review and comment on such materials, which comments, to the otherextent deemed to be reasonable and appropriate by the party filing or disseminating such materials (acting in good faith), will be incorporated into such materials prior to the filing of such materials with the SEC and/or the dissemination of the same. Except for the filing and/or disseminating of the Disclosure Materials in accordance with this Section 4.1 and except as reasonably necessary in connection with the Secondary Offering, no party hereto shall not issue any press release or make any public statement announcements or similar publicity with respect to the Offer, the Merger or this Agreement (a “Public Announcement”) without the prior written consent of the other party; provided, however, that nothing contained herein shall limit any party from making any announcements, statements or acknowledgments that such party deems in good faith are necessary or advisable to make, issue or release pursuant to applicable legal requirements, securities laws (which consent shall not be unreasonably withheld, conditioned or delayedincluding Section 16 under the Exchange Act), except as may be required by applicable Law or the rules or regulations of any applicable United States national securities exchange or regulatory or governmental body to which the relevant party is subjectexchange, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant theretojudicial, in each case, that does not violate Section 5.3 administrative or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companylegal order.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Neither Party shall not issue any public announcement, press release release, or make any other public statement with respect to disclosure regarding the Offer, the Merger Collaboration Agreement or this Agreement its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory securities listing organization on which the securities of the disclosing Party are listed (or governmental body to which an application for listing has been submitted) (“Required Public Disclosure”). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially reasonable efforts proposed disclosure in writing to allow each the other party reasonable time to comment on such release or announcement Party as far in advance of such issuance. Notwithstanding as reasonably practicable (and to the foregoingextent possible, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued at least *** Business Days prior to the approval anticipated date of each of disclosure) so as to provide a reasonable opportunity to comment thereon. In the Company event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and Parent. The Company other Public Disclosures, such Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and a copy of this Agreement as exhibits those that are not and (ii) file the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a pre-commencement communication on Schedule 14D-9 Required Public Disclosure. *** Confidential material redacted and filed separately with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyCommission.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Neither Party shall not issue any other public announcement, press release release, or make any other public statement with respect to disclosure regarding the Offer, the Merger Exclusive License Agreement or this Agreement its subject matter (“Public Disclosure”) without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory securities listing organization on which the securities of the disclosing Party are listed (or governmental body to which an application for listing has been submitted) (“Required Public Disclosure”). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization non which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and to the extent possible, at least *** Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such release or announcement Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in advance writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of such issuancethe Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, Receptos and its Sublicensees and their respective Affiliates shall have the restrictions set forth in this Section 5.6 shall not apply right to any publicly announce, make a press release, or make other public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each disclosures of the Company development or commercial activities or information regarding the Licensed Compound and Parent. The Company shall Licensed Products (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) file one or more current reports on Form 8-K with such disclosure is subject to the SEC attaching the announcement press release and a copy provisions of this Agreement as exhibits Article 8 with respect to Confidential Information of AbbVie and (ii) file a pre-commencement communication on Schedule 14D-9 no use of the name of AbbVie or its Affiliates (or insignia, or any contraction, abbreviation or adaptation thereof) occurs without AbbVie’s prior written permission. *** Confidential material redacted and filed separately with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyCommission.

Public Announcements. So long as this Agreement is in effectDuring the Pre-Closing Period, Parent and Merger Sub, on (a) neither the one hand, and the Company, on the other, Company nor Seller or Affiliates or Representatives thereof shall not issue any press release or make any public statement with respect to regarding this Agreement, or regarding any of the Offertransactions contemplated by this Agreement, the Merger or this Agreement without the Purchaser's prior written consent consent, and (b) Purchaser shall not (and Purchaser shall not permit any of its Affiliates and Representatives to) issue any press release or make any public statement regarding this Agreement, or regarding any of the other party (which consent shall not be unreasonably withheldtransactions contemplated by this Agreement, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancewithout Company's prior written consent. Notwithstanding the foregoingprovisions of the preceding sentence, the restrictions set forth in this Section 5.6 each party or any Affiliate thereof whose shares are publicly traded shall not apply be permitted to issue any press release or make any public release or public announcement (x) made or proposed to be made statement as is required by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (yin its reasonable judgment) advisable in connection with any dispute between Legal Requirement, including, without limitation, Nasdaq rules, providedthat it first consults with the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior other party hereto as to the approval timing and substance thereof. Each of each of Purchaser, the Company and Parent. The Company shall (i) file one Seller acknowledge that certain of the proceedings required to obtain consents to or more current reports on Form 8approvals of the Transactions from Governmental Bodies are public, and consent to the filings and disclosures required during the Pre-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding Closing Period pursuant to Section 6.1 hereof notwithstanding anything to the contrary in this Section 5.6, each of 6.2; provided that the parties hereto shall use their commercially reasonable efforts to cause the Governmental Bodies with which contacts may make public statements be made in response order to questions by press, analysts, investors, business partners obtain such consents or those attending industry conferences or financial analyst conference calls, so long as such statements are not approvals to maintain the confidentiality of this Agreement and the Transactions to the fullest extent practicable. To the extent inconsistent with previous press releasesthe provisions of this Section 6.2, public disclosures or public statements made jointly the Non-Disclosure Agreement dated October 6, 2010 between the Company and Purchaser (the "Confidentiality Agreement") is expressly superseded hereby and shall be deemed amended to conform hereto. In addition, the parties agree that, by Parent and virtue of execution of this Agreement, they agree that the CompanyConfidentiality Agreement shall be construed as a mutual confidentiality agreement.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, No Party shall not issue any press release or otherwise make any public statement statements or filings with respect to the Offer, the Merger or this Agreement or the Closing Documents, or the transactions contemplated herein or therein, without the prior written consent of the other party Parties (or, in the case of the Purchaser, of the Requisite Vendors, if before the Closing, or the Vendors’ Delegate, if after the Closing) which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, except as may be (i) each Party shall have the right to override such obligation in order to make any disclosure or filing required by under applicable Law Laws or the listing rules or regulations of any applicable United States securities recognised stock exchange on which its shares (or regulatory the shares of its holding company) are listed or governmental body intended to which the relevant party is subjectbe listed, in which case the party required to make the release or announcement Party making any such disclosure shall use its commercially reasonable efforts to allow each give prior written notice to the other party Parties and reasonable time opportunity for the other Parties (for the Vendors, the Requisite Vendors prior to Closing, or after Closing, the Vendors’ Delegate) to review or comment on the disclosure or filing (other than with respect to confidential information contained in such release disclosure or announcement in advance filing), and if such prior notice is not possible, to give such notice immediately following the making of any such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release disclosure or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits filing and (ii) file a pre-commencement communication on Schedule 14D-9 with following the SEC attaching public announcement of the announcement press release. Parent transactions contemplated by this Agreement, the Vendors’ Delegate and Merger Sub Solomon Partners Securities, LLC shall file a pre-commencement communication on Schedule TO with be permitted to announce that it has been engaged to serve as the SEC attaching the announcement press release. Notwithstanding anything Vendors’ Delegate and financial advisor to the contrary Corporation, respectively, in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so connection herewith as long as such statements are announcement does not inconsistent with previous press releases, public disclosures disclose any of the non- publicly announced terms hereof. Schedule 7.5 sets out the agreed upon announcement regarding the transactions contemplated by this Agreement which the Parties have agreed will be issued by the Purchaser or public statements made jointly by Parent and its Affiliates forthwith after the Companydate of this Agreement. Any use of the Purchaser’s or the Parent’s name or logo shall require the prior written approval of the Purchaser.

Public Announcements. So long Each Party hereto covenants and agrees that, except as this Agreement is in effectprovided for herein, Parent it will not from and Merger Subafter the date hereof make, on the one hand, and the Company, on the other, shall not issue any press or release or make any public announcement, press release, statement with respect to or acknowledgment of the Offerexistence of, or reveal publicly the terms, conditions and status of, the Merger or this Agreement transactions contemplated herein, without the prior written consent of the other party (Party as to the content and time of release of and the media in which such statement or announcement is to be made, such consent not to be unreasonably withheld; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either Party is required by law to make, issue or release, the making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the Party so required by law shall not constitute a breach of this Agreement if such Party shall have given, to the extent reasonably practicable, not less than two calendar days prior notice to the other Party, and shall have attempted, to the extent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other Party. Xxxxxxxx shall not use the name of Buyer or any of its Affiliates for advertising or promotional purposes without the prior written consent of Buyer. In furtherance of the foregoing, Xxxxxxxx shall not originate any publicity or other announcement, written or oral, whether to the public, the press, the trade, Buyer’s or Xxxxxxxx’x customers or otherwise, relating to this Agreement or the existence of an arrangement between the Parties, without the prior written approval of Buyer. To the extent the name “Xxxxxxxx”, its trademark and/or associated design is not required to appear on the front of the Instrument under the terms of this Agreement, Buyer shall not have the right to use the name of Xxxxxxxx or any of its Affiliates for advertising or promotional purposes without the prior written consent of Xxxxxxxx, which consent shall not be unreasonably withheld, conditioned or delayed). To the extent the name “Xxxxxxxx”, except its trademark and/or associated design is required to appear on the front of the Instrument under the terms of this Agreement, Buyer shall have the right to identify Xxxxxxxx as may be required by applicable Law or the rules or regulations manufacturer of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectInstruments on its website, in which case the party required to make the release press releases and in advertising and promotional materials for any Final Product (or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companycomponent thereof).

Public Announcements. So long as The initial press release with respect to the execution of this Agreement is in effect, shall be a joint press release to be reasonably agreed upon by Parent and Merger Subthe Partnership. Thereafter, on neither the one hand, and Partnership nor Parent shall issue or cause the Company, on the other, shall not issue publication of any press release or make any other public statement announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the Offer, the Merger or transactions contemplated by this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of by any applicable United States listing agreement with the NYSE or other national securities exchange or regulatory or governmental body as determined in the good faith judgment of the party proposing to which the relevant party is subject, make such release (in which case such party shall not issue or cause the party required to make the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that (i) the Partnership shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in not be required by this Section 5.6 shall not apply to consult with any public release or other party with respect to a public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, the receipt and existence of a Superior Partnership Alternative Proposal that the GP Conflicts and Audit Committee believes in good faith is bona fide and matters related thereto or a Partnership Adverse Recommendation Change of Board Recommendation or but nothing in this proviso shall limit any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each obligation of the Company GP Delegate Board, the GP Conflicts and Parent. The Company shall (iAudit Committee and the GP Board under Section 5.1(b) file one or more current reports on Form 8-K to negotiate with the SEC attaching the announcement press release and a copy of this Agreement as exhibits Parent in good faith and (ii) file the Parent shall not be required by this Section 5.6 to consult with any other party with respect to a pre-commencement communication on Schedule 14D-9 public announcement in connection with the SEC attaching receipt and existence of a Parent Alternative Proposal that the announcement press release. Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent and Merger Sub Adverse Recommendation Change but nothing in this proviso shall file a pre-commencement communication on Schedule TO limit any obligation of the Parent under Section 5.1(c) to negotiate with the SEC attaching Partnership, the announcement press release. Notwithstanding anything to Partnership GP and the contrary Partnership GP Delegate in this Section 5.6good faith; provided, further, that each of the parties party and their respective controlled affiliates may make public statements that are consistent with statements made in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and or the CompanyPartnership in compliance with this Section 5.6.

Public Announcements. So long as this Agreement is in effectNeither Seller, Parent and Merger Subnor any of Seller's Affiliates, on the one hand, and the Company, on the othersuccessors or assigns, shall not issue any press release or make any public statement with respect to announcements regarding the Offerexistence of this Agreement, the Merger or terms of this Agreement and/or the transactions contemplated herein without the prior written consent approval of Buyer, which approval may be granted or withheld in the sole and absolute discretion of Buyer. Seller further agrees that (1) Buyer may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the other party material terms thereof, with the Securities and Exchange Commission, without the prior approval of Seller, to the extent deemed necessary or advisable in Buyer's reasonable discretion; and (which consent 2) Buyer may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Buyer's reasonable discretion; provided, however, such press releases shall be reasonably approved by Seller prior to publication (such approval (i) not to be unreasonably withheldconditioned, conditioned withheld or delayed), except as may (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Buyer to disclose the information required by applicable Law securities laws and regulations). Buyer further agrees that (1) Seller may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the material terms thereof, with the Securities Exchange Commission and such other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent deemed necessary or advisable in Seller's reasonable discretion; and (2) Seller may issue one or more press releases regarding this Agreement and/or the rules transactions contemplated herein, to the extent deemed advisable in Seller's reasonable discretion; provided, however, such press releases shall be reasonably approved by Buyer prior to publication (such approval (i) not to be unreasonably conditioned, withheld or regulations delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the information required by securities laws and regulations). The covenants and agreements of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions Seller set forth in this Section 5.6 4.4(b) hereof shall not apply to any public release or public announcement (x) made or proposed to be made by survive the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyClosing indefinitely.

Public Announcements. So long as this Agreement is in effectEach of the Company, Guarantor, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press Sub agrees that no public release or make announcement concerning the Transactions (including any public statement communication required to be filed with respect the SEC pursuant to Rule 14a-12 promulgated under the Offer, the Merger Exchange Act) shall be issued by any party or this Agreement its parent company or Subsidiaries without the prior written consent of the other party Company and Parent (which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States national securities exchange or regulatory or governmental body Governmental Entity to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding The Company, Parent and Merger Sub agree that the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The initial press release announcing the execution and delivery of this Agreement shall be a joint press release of, and shall not be issued prior to the approval of each of, the Company, on the one hand, and Parent or Guarantor, on the other hand. Notwithstanding the foregoing provisions of this Section 5.06, (i) Guarantor, Parent, the Parent Representatives, the Company and Parent. The the Company shall (i) file one Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public releases or more current reports on Form 8-K announcements concerning the Transactions that are not inconsistent with previous press releases or announcements made by Parent and/or the SEC attaching the announcement press release and a copy of Company in compliance with this Agreement as exhibits and Section 5.06, (ii) file a pre-commencement communication on Schedule 14D-9 with Guarantor, Parent, the SEC attaching Parent Representatives, the announcement press release. Parent Company and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching Company Representatives and Guarantor’s and the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties Company’s respective Subsidiaries may make public statements in response to specific questions by the press, analysts, investors, business partners investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company and Parent or Guarantor and do not reveal material, non-public information regarding the Companyother parties, the Merger or the other Transactions and (iii) the restrictions set forth in this Section 5.06 shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Change of Board Recommendation that is effected in compliance with Section 5.03.

Public Announcements. So long as this Agreement is in effectEach of BioLite, BioKey, Parent and each Merger Sub, on the one hand, and the Company, on the other, shall not issue any press Sub agrees that no public release or make announcement (including public filings with the SEC) concerning the transactions contemplated hereby shall be issued by any public statement with respect to the Offer, the Merger or this Agreement party without the prior written consent of BioLite, BioKey and the other party Parent (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body Governmental Body to which the relevant party is subjectsubject or submits, wherever situated, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding , it being understood that the foregoing, the restrictions set forth in this Section 5.6 shall not apply to final form and content of any public such release or public announcement (x) made or proposed announcement, to the extent so required, shall be made by at the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change final discretion of Board Recommendation or any action taken pursuant thereto, in each casethe disclosing party; provided, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or Parent may include disclosures relating to the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K hereby in its periodic filings with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6without seeking consent from, each of the parties may make public statements in response to questions by pressor consulting with, analysts, investors, business partners or those attending industry conferences or financial analyst conference callsany other party, so long as such statements disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent, BioLite and BioKey (or made individually by BioLite, BioKey, or Parent, if previously consented to by the other party); provided, finally, that (i) BioLite shall not be required to provide Parent or BioKey any such opportunity to review or comment in connection with the receipt and existence of a BioLite Acquisition Proposal and matters related thereto or a BioLite Adverse Recommendation Change or other communications contemplated by Section 7.4(b), and (ii) BioKey shall not be required to provide Parent or BioLite any such opportunity to review or comment in connection with the Companyreceipt and existence of a BioKey Acquisition Proposal and matters related thereto or a BioKey Adverse Recommendation Change or other communications contemplated by Section 7.5(b).

Public Announcements. So long as On or promptly following the date hereof, Purchaser shall issue a press release with respect to this Agreement is in effect, Parent and Merger Sub, on the one hand, and the CompanyContemplated Transactions and shall (a) consult with Seller at a reasonable time prior to its issuance to allow Seller to comment on such release and (b) consider in good faith any comments timely provided by Seller to such release. From and after the date of this Agreement, on except as expressly contemplated by this Agreement, none of the other, parties hereto shall not issue any press release or make any public statement with respect regarding (or otherwise disclose to any Person the Offerexistence or terms of) this Agreement, any other Transaction Document or any of the Merger or this Agreement other Contemplated Transactions, without the each other party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, may, subject to the terms and conditions of this Agreement (other than the provisions of this Section 5.6), make public announcements and engage in public communications regarding this Agreement and the Contemplated Transactions to the extent such announcements or communications are entirely consistent with prior public disclosures of the other party parties to this Agreement regarding the Contemplated Transactions in accordance with this Section 5.6. UAV shall not make any statement or announcement to its employees relating to the Contemplated Transactions without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law other than internal announcements to employees or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectcommunications with Representatives, in which each case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancea confidential basis. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement : (x) made each party may provide information about this Agreement and the Contemplated Transactions (i) to a Governmental Entity, Accrediting Body or proposed Education Agency pursuant to be made any applicable Legal Requirement or Education Law or in response to any inquiries by the Company such Governmental Entity, Accrediting Body or Education Agency in connection with an Acquisition Proposalits investigation or review with respect to this Agreement, a Superior Proposal or a Change of Board Recommendation the Stock Purchase or any action taken of the other Contemplated Transactions, (ii) as otherwise required by or pursuant theretoto any applicable Legal Requirement, in each caseLegal Proceeding, that does not violate Section 5.3 Education Law or proceeding before any Education Agency or (iii) as contemplated by this Agreement; and (y) in connection with Purchaser may, without the prior consent of the other parties hereto, issue any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The such press release announcing or make any such public announcement or statement as it deems, based on the execution and delivery advice of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one legal counsel, is required by any applicable securities law or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companystock exchange rule.

Public Announcements. So long as On the date of this Agreement, the Company will announce this Agreement is in effect, Parent and Merger Sub, on by means of the one hand, and the Company, on the other, shall not issue any press release or mutually agreeable to the Company and Xxxxx in the form attached as Exhibit B (the “Press Release”). Except as otherwise permitted in this Agreement, during the Standstill Period neither the Company (including the Board and members of the Board) nor the Xxxxx Stockholders will make any public statement statements with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated herebymatters covered by this Agreement (including in any filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in this Agreement or the Press Release, except as required by law. The press release announcing For the avoidance of doubt, neither the Company (including the Board and members of the Board) nor the Xxxxx Stockholders will make any public statements with respect to this Agreement or the matters covered by this Agreement after the execution and delivery of this Agreement shall not be issued prior to and before the approval of each issuance of the Company and ParentPress Release. The Company shall (i) will promptly prepare and file one or more current reports with the SEC a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement. All disclosure in the Form 8-K will be consistent with this Agreement and the Press Release. The Company will provide Xxxxx and his counsel with a reasonable opportunity to review and comment on the Form 8-K prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. As soon as reasonably practicable, the Company will prepare and file with the SEC attaching a proxy statement on Schedule 14A, a proxy card and other related materials concerning the announcement press release and a copy of 2023 Annual Meeting (the “Proxy Materials”). All disclosure in the Proxy Materials relating to matters covered by this Agreement as exhibits will be consistent with this Agreement and (ii) the Press Release. The Company will provide Xxxxx and his counsel with a reasonable opportunity to review and comment on excerpts of the Proxy Materials describing matters covered by this Agreement or otherwise relating to Xxxxx prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. Xxxxx will promptly prepare and file a pre-commencement communication on Schedule 14D-9 with the SEC attaching an amendment to his Schedule 13D (the announcement press release“Schedule 13D Amendment”) reporting the entry into this Agreement. Parent and Merger Sub shall file a pre-commencement communication on All disclosure in the Schedule TO 13 Amendment will be consistent with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent Agreement and the CompanyPress Release. Xxxxx will provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to filing, and will consider in good faith any changes proposed by the Company or its counsel.

Public Announcements. So long as this Agreement is in effect(a) Subject to Section 5.4(b), Parent Section 5.7 and Merger SubSection 5.8, on none of the one handParties shall, and the CompanyParties shall procure that none of their respective Representatives shall, on the other, shall not issue any press release releases or make any public statement announcements with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing hereby without the execution and delivery of this Agreement shall not be issued prior written consent of, prior to the approval of each of Closing, the Company and Parent. The Bannix or, after the Closing, the Company shall and the Bannix Sponsor; provided, however, that each Party, the Bannix Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (i) file one if such press release, public announcement or more current reports on Form 8-K other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is Bannix or a Representative of a Bannix, reasonably consult with the SEC attaching Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company, a Transferor or a Representative of the Company, reasonably consult with Bannix in connection therewith and provide Bannix with an opportunity to review and comment on such press release release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is the Bannix Sponsor or a copy Representative of this Agreement as exhibits the Bannix Sponsor, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is a Transferor, the Company or a Representative of the Company, reasonably consult with Bannix and the Bannix Sponsor in connection therewith and provide Bannix and the Bannix Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (z) if the disclosing Person is Bannix or a Representative of Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) file to the extent such press release, public announcements or other communications contain only information previously disclosed in a pre-commencement press release, public announcement or other communication on Schedule 14D-9 previously made in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press releasetransactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.65.4 or otherwise in this Agreement, each the Parties agree that Bannix and its Representatives may provide general information about the subject matter of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent this Agreement and the Companytransactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Public Announcements. So long The Parties have agreed upon the content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory or governmental body to on which the relevant party is subjectsecurities of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed to make such a public disclosure, such Party shall submit the release proposed disclosure, as well as the specific Applicable Law or announcement shall use its commercially rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] ([…***…]) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon. The Party desiring to make any such release or announcement public disclosure shall consider in advance of good faith any comments provided by the other Party with respect to such issuancedisclosure. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this Section 5.6 shall not apply right to any publicly announce, make a press release, or make other public release or public announcement disclosures of the research, development and commercial Information (xincluding with respect to regulatory matters) made or proposed to be made by regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each caseProducts; provided, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K such disclosure is subject to the provisions of Sections 9.1 through 9.3 with the SEC attaching the announcement press release and a copy of this Agreement as exhibits respect to Galapagos’ Confidential Information, and (ii) file a pre-commencement communication on Schedule 14D-9 with AbbVie shall not use the SEC attaching the announcement press releasename of Galapagos (or insignia, or any contraction, abbreviation or adaptation thereof) without Galapagos’ prior written consent. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.***Confidential Treatment Requested***

Public Announcements. So long as Without limiting any other provision of this Agreement is in effectAgreement, Parent Buyer and Merger Sub, on the one handSeller Parties will consult with each other before issuing, and provide each other the Companyopportunity to review and comment upon, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or terms of this Agreement without the and will not issue any such press release or make any such public statement prior written to such consultation and consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press releaseParty. Notwithstanding anything to the contrary in this Section 5.6Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure relating to this Agreement or its subject matter without the prior express written permission of the other Party. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party and may utilize the parties may make public statements other Party’s name and logo in response to questions by pressconjunction with such disclosure. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, analystsMARKED BY [***], investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyHAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Public Announcements. So long as Neither Party shall issue any public announcement, press release, or other public disclosure regarding this Agreement is in effector its subject matter without the other Party’s prior written consent, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any except for (a) an initial press release mutually agreed upon by the Parties and attached hereto as Schedule 7.4, or make (b) any public statement with respect disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed. In the event Xynomic wishes to issue a press release announcing major Development or Commercialization progress related solely to the OfferLicensed Product during the Term of this Agreement, the Merger or this Agreement without the content shall be subject to Pharmacyclics’ prior written consent of the other party (consent, which consent shall not be unreasonably withheld, conditioned or delayed). In the event a Party is, except as may be in the opinion of its counsel, required by applicable Applicable Law or the rules of a stock exchange on which its securities are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment thereon. For the avoidance of doubt and notwithstanding any limitations set forth herein, (i) Xynomic may not in any event specifically mention the name of “AbbVie” and “Pharmacyclics” or regulations any of their Affiliates in any applicable United States securities exchange the press release, or regulatory or governmental body any terms of this Agreement, without Pharmacyclics’ prior written consent and (ii) Xynomic may use the name of “abexinostat” and any information, with respect to which the relevant party is subject, in which case the party required Pharmacyclics’ consent has been obtained pursuant to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any 7 previously, without Pharmacyclics’ prior written consent. In the event a public release announcement, press release, or other public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties disclosure regarding this Agreement or the transactions contemplated hereby. The its subject matter is issued in multiple languages, all such translated announcements, press release announcing the execution and delivery of releases or other disclosures shall (A) be in compliance with this Agreement shall not be issued prior Section 7.4, provided that Xynomic must only receive consent from Pharmacyclics with regard to the approval of each of original press rele ase, public announcement or disclosure, and (B) not deviate in form, content, or meaning, after translation, from the Company press release, announcement or other public disclosure consented to by Pharmacyclics. ****Text Omitted and Parent. The Company shall (i) file one or more current reports on Form 8-K Filed Separately with the SEC attaching the announcement press release Securities and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press releaseExchange Commission. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Confidential Treatment Requested Under 17 C.F.R. Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.230.406

Public Announcements. So long as The Acquiror shall promptly, but no later than three days following the effective date of this Agreement, issue a press release disclosing the transactions contemplated hereby. Between the date of this Agreement is in effect, Parent and Merger Sub, on the one hand, and the CompanyClosing Date, on the other, Company and the Acquiror shall not issue consult with each other in issuing any other press release releases or make otherwise making public statements or filings and other communications with the Commission or any public statement regulatory agency or stock market or trading facility with respect to the Offertransactions contemplated hereby and neither party shall issue any such press release or otherwise make any such public statement, the Merger filings or this Agreement other communications without the prior written consent of the other party (other, which consent shall not be unreasonably withheld, conditioned withheld or delayed), except as may that no prior consent shall be required if such disclosure is required by law or applicable Law or regulations and/or regulator, including, in the rules or regulations case of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectShareholder, the Hong Kong Stock Exchange, in which case the disclosing party required to make shall provide the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance with prior notice of such issuancepublic statement, filing or other communication and shall incorporate so far as practicable, into such public statement, filing or other communication the reasonable comments of the other party. Notwithstanding After the foregoingClosing Date, the restrictions set forth Acquiror shall consult with the Acquiror Nominees in this Section 5.6 shall not apply to issuing any press releases or otherwise making public release statements or public announcement (x) made or proposed to be made by filings and other communications with the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation Commission or any action taken pursuant thereto, in each case, that does not violate Section 5.3 regulatory agency or (y) in connection stock market or trading facility with any dispute between the parties regarding this Agreement or respect to the transactions contemplated hereby. The hereby and the Acquiror shall not issue any such press release announcing or otherwise make any such public statement, filings or other communications without the execution and delivery prior written consent of this Agreement the Acquiror Nominees, which consent shall not be issued unreasonably withheld or delayed, except that no prior to consent shall be required if such disclosure is required by law or applicable regulations and/or regulator, in the approval of each case of the Company Shareholder, the Hong Kong Stock Exchange, in which case the Acquiror shall provide the Acquiror Nominees with prior notice of such public statement, filing or other communication and Parent. The Company shall (i) file one incorporate so far as practicable into such public statement, filing or more current reports on Form 8-K with other communication the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each reasonable comments of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyAcquiror Nominees.

Public Announcements. So long Each Party agrees that, prior to Closing, the consent (as this Agreement is in effectto both form and content), Parent and Merger Subnot to be unreasonably withheld, on of the one hand, and the Company, on the other, other Parties shall not issue be obtained prior to issuing any press release or make making any public statement with respect to this Agreement or the Offerother Transaction Documents or the Transactions, except to the extent that such press release or other public announcement is required in connection with the Auction, the Merger Bid Procedures Order, any order of the Bankruptcy Court or by Applicable Law and such prior notice is not practicable given the circumstances giving rise to the requirement to issue such release; provided that Buyer Parent, Buyer, Sellers and Basic Parent shall be permitted to issue a press release or make a public announcement upon the execution of this Agreement without the prior written consent to announce such execution of this Agreement and will provide the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations Parties with a copy of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the such press release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or public announcement in advance of its release and provide such issuance. Notwithstanding other Parties with a reasonable opportunity to comment on the foregoingsame; provided, further that Buyer Parent shall be permitted to issue a public press release and/or file a current, annual or quarterly report with the restrictions set forth in this Section 5.6 shall not apply Securities and Exchange Commission containing material non-public confidential information of Sellers (including, as applicable, financial and operational information of Sellers and/or with respect to any public release or public announcement (xthe Assets) made or proposed that was disclosed to be made by the Company equity investors of Buyer Parent and/or Buyer and their Representatives in connection with an Acquisition Proposal, a Superior Proposal or a Change the financing of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution Transactions if and delivery of this Agreement shall not be issued prior to the approval extent required to cleanse such Persons of each of the Company such material non-public information, and Parent. The Company shall (i) file one or more current reports on Form 8-K Buyer will provide Sellers with the SEC attaching the announcement press release and a copy of such press release and/or report in advance of its release and provide Sellers with a reasonable opportunity to comment on the same. From and after the Closing, Buyer and Sellers will provide each other a copy of any press release or other public announcement with respect to this Agreement as exhibits Agreement, the other Transaction Documents or the Transactions that Buyer Parent, Buyer, Basic Parent or a Seller proposes to issue or make in advance of its release and (ii) file provide the others with a pre-commencement communication reasonable opportunity to comment on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything same, except to the contrary in this Section 5.6, each extent that such press release or other public announcement is required by any order of the parties may make public statements in response Bankruptcy Court or Applicable Law and such prior notice is not practicable given the circumstances giving rise to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as the requirement to issue such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyrelease.

Public Announcements. So long The Parties may issue a separate press release(s) on or following the Execution Date as well as on or following the Closing Date, in the form approved by both Parties as of the Execution Date and attached as Schedule 9, disclosing the entry into and closing of, as applicable, this Agreement is and its general subject matter. Except to the extent already disclosed in effectsuch initial press releases or, Parent and Merger Subsubject to Clause 13.2, to the extent required by Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of the securities of either Party or its Affiliates on the one handany stock or securities exchange, and the Company, on the other, neither Party shall not issue any press release or make any public statement with respect to the Offer, the Merger or announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other party (Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed). Each Party acknowledges that the other Party may wish to announce the achievement of Development milestones (including the initiation and completion of Clinical Studies) and/or the occurrence of significant regulatory events (including the submission of applications for Regulatory Approvals and the grant of Regulatory Approvals) concerning Licensed Product, except as and the Parties shall act in good faith in these circumstances to attempt to quickly resolve any differences regarding the appropriateness and content of such a public announcement, with the understanding that nevertheless no such public announcement may be made by a Party without the prior written consent of the other Party (which shall not be unreasonably withheld or delayed) except to the extent already disclosed in such initial press releases or, subject to Clause 13.2, required by applicable Law Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of the securities of either Party or its Affiliates on any applicable United States stock or securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, it being understood that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything events referred to the contrary above in this Section 5.6, each of the parties may make public statements in response sentence would require disclosure by Genmab pursuant to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent applicable securities exchange rules and the Companyregulations).

Public Announcements. So long as 6.4.1. Subject to this Agreement is in effectSection 6.4.1, Parent and Merger Sub, on the one hand, and the Company, on the other, neither Party or any of its Affiliates shall not issue any public announcement, press release or make any other similar formal public statement with respect disclosure (e.g., a disclosure required to the Offerbe made in a registration statement, the Merger periodic report or similar filing) regarding this Agreement without the other Party’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned. The Party proposing to make such public announcement, press release or other similar formal public disclosure shall provide a copy of any such public announcement, press release or other similar formal public disclosure to the other Party reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the case of a disclosure covered by the third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing or otherwise publicly disclosing such public announcement, press release or other similar formal public disclosure. In the event and to the extent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public announcement, press release or other similar formal public disclosure, such Party shall submit the proposed public announcement, press release or other similar formal public disclosure in writing to the other Party reasonably (to the extent practicable under the circumstances) but in all cases no less than one (1) Business Day in advance. Under the circumstances covered in the immediately preceding sentence and subject to Section 5.7, the releasing Party shall not be obligated (a) to delay making any such public announcement, press release or other similar formal public disclosure beyond the time when the same is required to be made in order to facilitate review and comment by the other Party or (b) to refrain from issuing such public announcement, press release or other similar formal public disclosure for which approval has not been provided by the other Party. In the event and to the extent a Party is, in *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make any disclosure regarding this Agreement in any required filing, neither Party shall be required to seek the consent of the other party Party to repeat such disclosure in a subsequent required filing (which but not, for clarity, in any other public announcement or a press release) by a Party in accordance with this Section 6.4.1; provided that (i) such disclosure remains accurate as of such time in light of the then-applicable circumstances and (ii) the frequency and form of such disclosure are reasonable, including in light of the context of such disclosure taking into account the passage of time and other circumstances. Subject to Section 3.4.2, Licensee may, without MedImmune’s consent, issue public announcements, press releases or other similar formal public disclosures solely regarding (x) clinical trials of Licensed Products, including the initiation, enrollment status and results thereof, (y) the filing, or acceptance for filing, of INDs and Drug Approval Applications for Licensed Products, or (z) the receipt of Regulatory Approvals with respect to Licensed Products; provided, however, that Licensee shall provide a copy of any such public announcements, press releases or other similar formal public disclosures to MedImmune reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the case of a public disclosure covered by the third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing such public announcement, press release or other similar formal public disclosure; provided, further, that any such public announcement, press release or other similar formal public disclosure that includes an AstraZeneca Product Reference shall be subject to MedImmune’s prior written consent, such consent shall not to be unreasonably withheld, conditioned or delayed). In addition, except as either Party may be required disclose amounts paid to or received by applicable Law or either Party in respect of the rules or regulations achievement of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companymilestone events.

Public Announcements. So long The Parties have agreed upon the content of a joint press release to announce the collaboration which shall be issued substantially in the form attached hereto as Schedule 11.4 upon execution of this Agreement. Neither Party shall issue any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on or the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement Parties’ activities hereunder without the other Party’s prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned), except as may be for any such disclosure regarding [***], or any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed, or regulations is otherwise expressly permitted in accordance with this Article 11. In the event a Party desires to make a public announcement regarding the exercise of any applicable United States securities exchange Option or regulatory payment of any milestone or governmental body to which the relevant party is subjectthat is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed to make such a public disclosure, such Party shall submit the release proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure, unless such proposed disclosure is required under Applicable Law, or announcement shall use its commercially the rules of an applicable securities exchange, in each case to be made in [***] Business Days or less) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding Specifically and notwithstanding the foregoing, the restrictions set forth Parties acknowledge that [***]. As used in this Section 5.6 shall not apply 11.4, [***]. After release of any such press release, public announcement, public disclosure or presentation by a Party in accordance with this Section 11.4, such Party may further disclose the information contained such press release, public announcement, public disclosure or presentation without the need for further notice to any public release or public announcement (x) made or proposed to be made review by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in other Party under this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners 11.4 or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyotherwise.

Public Announcements. So long as None of the parties hereto, or their respective representatives, agents or affiliates, will publicly disclose the existence of this Agreement is in effect, Parent and Merger Sub, on or any of the one hand, and the Company, on the other, shall not issue any press release other Restructuring Agreements or make known any public statement with respect facts related to the Offer, the Merger transactions described herein or this Agreement therein without the prior written consent of Compaq, CMGI and, with respect to disclosures concerning NaviSite, NaviSite; provided that it is understood and agreed that (i) Compaq may disclose this Agreement and the other party Restructuring Agreements and the status of the satisfaction of the conditions to closing contained herein and in the other Restructuring Agreements, to representatives of Hewlett-Packard Company (which consent shall not be unreasonably withheld, conditioned or delayed), except "HP") so long as Compaq notifies HP of the confidential nature of such information; (ii) Compaq may be make such public disclosure if required by applicable Law law or by the rules or regulations of any applicable United States a national securities exchange or regulatory trading market on which such party's securities are listed or governmental body traded, and then only with as much prior notice to which the relevant party other parties as is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply practicable; and (iii) with respect to any public release disclosure by CMGI, NaviSite or public announcement (x) made AV that is required by law or proposed to be made by the Company in connection regulations of a national securities exchange or trading market on which such party's securities are listed or traded, Compaq shall not unreasonably or untimely withhold such consent (it being understood and agreed that such consent shall be deemed to have been given with an Acquisition Proposal, respect to any such required disclosure (a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y"SUBSEQUENT DISCLOSURE") in connection with any dispute between occurring after the parties regarding date this Agreement or and the transactions contemplated hereby. The press release announcing hereby are first publicly announced in compliance with the execution and delivery terms of this Agreement shall not be issued prior to (the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls"INITIAL DISCLOSURE"), so long as such statements are not inconsistent with previous press releasessubsequent disclosure is of the same scope and character as the initial disclosure). Without limiting the generality of the foregoing, each party shall use reasonable efforts to give the other parties reasonable prior notice of any contemplated public disclosures announcement of this agreement or public statements made jointly by Parent and the Companyother Restructuring Agreements or the transactions contemplated hereby or thereby.

Public Announcements. So long The Parties have agreed upon the content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is in effectthe case of (i) AbbVie, Parent and Merger Subin the reasonable opinion of AbbVie’s counsel, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory or governmental body to on which the relevant party is subjectsecurities of Abbvie are listed, or (ii) Ablynx, in the reasonable opinion of the Ablynx’s directors after taking due advice from its counsel, required by Applicable Law or the rules of a stock exchange on which case the party securities of Ablynx are listed. If (a) AbbVie is, in the reasonable opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which AbbVie’s securities are listed to make such a public disclosure, or (b) Ablynx is, in the release reasonable opinion of its directors after taking due advice of its counsel, required by Applicable Law or announcement the rules of a stock exchange on which Ablynx’s securities are listed to make such a public disclosure, then, in each case, such Party shall use its commercially submit the proposed disclosure, as well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon. The Party desiring to make any such release or announcement public disclosure shall consider in advance of good faith any comments provided by the other Party with respect to such issuancedisclosure. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this Section 5.6 shall not apply right to any publicly announce, make a press release, or make other public release or public announcement disclosures of the research, development and commercial Information CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (xincluding with respect to regulatory matters) made or proposed to be made by regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each caseLicensed Compound and Licensed Products; provided, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K such disclosure is subject to the provisions of Sections 9.1 through 9.3 with the SEC attaching the announcement press release and a copy of this Agreement as exhibits respect to Ablynx’s Confidential Information, and (ii) file a pre-commencement communication on Schedule 14D-9 with AbbVie shall not use the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6name of Ablynx (or insignia, each of the parties may make public statements in response to questions by pressor any contraction, analysts, investors, business partners abbreviation or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyadaptation thereof) without Ablynx’s prior written consent.

Public Announcements. So long Except as this Agreement is in effectrequired by applicable law or regulation, Parent and Merger Sub, on the one hand, and the Company, on the other, USEC shall not issue (a) use the name of any Consenting Noteholder (or any of its controlled affiliates, officers, directors, trustees, managers, stockholders, members, employees, partners, representatives or agents other than the Noteholder Advisors, in such capacity) in any press release or make any public statement filing with respect to the Offer, the Merger or this Agreement Securities and Exchange Commission without the such Consenting Noteholder’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to USEC, the name of any Consenting Noteholder or the other party principal amount or percentage of Notes held by any Consenting Noteholder or any of its respective subsidiaries or affiliates; provided, however, that USEC shall be permitted to disclose in the Press Release (which consent shall not be unreasonably withheld, conditioned or delayeddefined below), except as may be required the aggregate principal amount of, and aggregate percentage of Notes held by applicable Law the Consenting Noteholders in the aggregate. USEC shall submit to the Noteholder Advisors all press releases, public filings, public announcements or the rules or regulations of other written communications with any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, news media in which each case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding USEC relating to this Agreement or the transactions contemplated herebyhereby and any amendments thereof for review and potential suggestions, which shall be promptly provided. The press release announcing Except as required by applicable law or regulation, or the execution and delivery rules of any applicable stock exchange or regulatory body, or in filings to be made with the Bankruptcy Court, neither USEC nor the Consenting Noteholders shall, nor shall they permit any of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby or by the Definitive Documents; provided, however, that notwithstanding the foregoing USEC shall not be issued prior to issue a press release (the approval of each of “Press Release”) no later than 8:00 a.m. Eastern Time on the Company second Business Day following the Agreement Effective Date substantially in the form attached hereto as Exhibit C, and Parent. The Company shall (i) promptly thereafter file one or more with the SEC a current reports report on Form 8-K filing the Press Release, this Agreement, and the Term Sheet. Notwithstanding the forgoing, if USEC fails to issue a Press Release in compliance with the SEC attaching previous sentence, any of the announcement press release Consenting Noteholders may issue a Press Release containing all material information relating to the transactions contemplated hereby. Nothing in this paragraph 15 shall be deemed to waive, amend or modify the terms of any Noteholder Confidentiality Agreement and, for the avoidance of doubt and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding notwithstanding anything to the contrary herein, the rights and obligations under each Noteholder Confidentiality Agreement (including the disclosure rights and obligations set forth in this Section 5.6, each section 4 of the parties may make public statements Noteholder Confidentiality Agreements) shall govern in response to questions by press, analysts, investors, business partners the event that a Disclosure Trigger (as defined in the Noteholder Confidentiality Agreement) occurs or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyhas occurred.

Public Announcements. So long as this Agreement is in effectUntil the Closing, Parent and Merger Sub, on the one hand, and the Company, on the other, neither Party shall not issue make any press release or make any other public statement with respect to announcement regarding the Offerexistence of this Agreement, the Merger contents hereof or this Agreement the transactions contemplated hereby without the prior written consent of the other party (which consent Party; provided, however, that the foregoing shall not be unreasonably withheldrestrict disclosures by Purchaser or Seller which are (a) necessary, conditioned upon advice of counsel, for such disclosing Party to comply with by applicable securities or delayedother Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates or (b) necessary for a Party to perform this Agreement, including disclosures to Governmental Bodies, a Party’s attorneys, lenders or financial advisors (provided that such attorneys, lenders or advisors are obligated to keep such information confidential), except as or third parties holding preferential rights to purchase, rights of consent or other rights that may be required applicable to the transactions contemplated by applicable Law this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents; and provided further that Purchaser may disclose the rules existence and contents of this Agreement and the transactions contemplated hereby to the Standard & Poor’s and Xxxxx’x rating agencies (provided that such agencies are obligated to keep such information confidential). At or regulations after Closing, the content of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the press release or public announcement shall use its commercially be subject to the prior review and reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance approval of such issuanceSeller and Purchaser. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply Seller acknowledges and agrees that Purchaser is required to any public release or make a public announcement and filing with the Securities and Exchange Commission (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or and the Upstream Purchase Agreement and the transactions contemplated herebyhereby and thereby), including filing said agreements. The press release announcing the execution Purchaser will provide Seller with a reasonable opportunity to review and delivery of this Agreement shall not be issued comment upon such public announcement and filing, including all exhibits thereto (and will consider Seller’s reasonable comments timely made thereto) prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press their release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long as The initial press release with respect to the execution of this Agreement is in effect, Parent and Merger Sub, on shall be a NeoGenomics press release that shall be reasonably agreed upon by the one hand, and Seller. No Party or any Affiliate or Representative of any Party shall issue or cause the Company, on the other, shall not issue publication of any press release or make public announcement or otherwise communicate with any public statement with news media in respect to of the Offer, Transaction Agreements or the Merger or this Agreement Transactions without the prior written consent of the any other party Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be a Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or the by applicable rules or regulations of any applicable United States securities stock exchange or regulatory quotation system on which such Party or governmental body to which the relevant party is subject, its Affiliates lists or trades securities (in which case the party required to make the release or announcement shall disclosing Party will use its commercially reasonable best efforts to allow each (a) advise the other party Parties before making such disclosure and (b) provide such other Parties a reasonable time opportunity to review and comment on such release or announcement and consider in advance of such issuancegood faith any comments with respect thereto. Notwithstanding the foregoing, the restrictions Parties agree to develop a mutually agreed upon set forth of taking points that either party may use with the news media or investors without first seeking written consent of the other party. No Party shall make publicly available any Transaction Agreement (or any portion of any Transaction Agreement) (whether before or after the Closing) without the prior written consent of the other Parties, except as any Party believes in this good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Parties before making such disclosure and, upon the request of the other Parties, the Parties will work together in good faith to agree and pursue appropriate confidential treatment requests with respect to such Transaction Agreements). This Section 5.6 13.04 shall not apply to any public release or public announcement (x) made or proposed disclosures by a Party to be made by its Representatives for the Company purpose of obtaining advice in connection with an Acquisition Proposalthe Transactions, a Superior Proposal or a Change it being understood that such Representatives will be informed of Board Recommendation or any action taken pursuant thereto, the confidential nature of the Transactions and Transaction Agreements and will be directed to treat such information as confidential in each case, that does not violate Section 5.3 or (y) in connection accordance with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery terms of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyAgreement.

Public Announcements. So long as No public announcement or any other disclosure, including under a Confidentiality Disclosure Agreement, to Third Parties concerning the existence of, terms, or subject matter or termination of this Agreement is in effectshall be made, Parent and Merger Subeither directly or indirectly, on the one hand, and the Company, on the other, shall not issue by any press release or make any public statement with respect Party to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other Party and agreement upon the nature and text of such announcement or disclosure; provided, however, that in the case of disclosures made by applicable Law Flamel to a bona fide financial analyst for modeling and valuation purposes under a confidentiality agreement, Flamel shall provide GSK advance written notice of such disclosure (as set forth below), but shall not be obligated to obtain GSK's consent. The Party desiring to make any such public announcement or other disclosure (including those which are legally required or may be required for recording purposes) shall inform the rules other Party of the proposed announcement or regulations disclosure in reasonably sufficient time prior to public release, which shall be at least five (5) business days prior to release of such proposed announcement or disclosure, and shall provide the other Party with a written copy thereof, in order to allow such other Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this Agreement to the Securities Exchange Commission and any applicable United States securities exchange other governmental or regulatory or governmental body to which the relevant party is subjectagencies, including requests for confidential treatment of proprietary information of either Party included in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on any such release or announcement in advance of such issuancedisclosure. Notwithstanding the foregoing, the restrictions set forth Parties shall agree upon a press release to announce the execution of this Agreement, substantially in this Section 5.6 shall not apply the form attached hereto as Schedule 7.3. Thereafter, Flamel and GSK may each disclose to any public Third Parties the information contained in such press release or public announcement (x) made or proposed to be made without the need for further approval by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or other. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby“[***]”). The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyTHE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.

Public Announcements. So long as Promptly after the Effective Date, the Parties shall agree upon the content of a joint press release to announce the collaboration and shall coordinate the release promptly thereafter. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on or its subject matter without the one hand, and the Company, on the other, other Party’s prior written consent (which shall not issue be withheld unreasonably), except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed, or is otherwise expressly permitted in accordance with this ARTICLE 9. In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing: (a) AbbVie, its Sublicensees and their respective Affiliates shall have the right to publicly disclose research, development and *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. commercial information (including with respect to regulatory matters) regarding Licensed Antibody and Licensed Products and (b) Licensor and its Affiliates shall have the right to publicly disclose information disclosed in any prior public announcements, press releases, or other public disclosures made in accordance with this ARTICLE 9, provided that such re-disclosure shall not be in the form of a written press release or make any public statement without AbbVie’s prior written consent; provided, in each case that such disclosure is subject to the provisions of this ARTICLE 9 with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyParty’s Confidential Information.

Public Announcements. So The Parties shall maintain in confidence the terms of the Settlement Documents and the negotiations of the Parties pertaining thereto. Notwithstanding these obligations, (i) either Party may disclose such terms in discovery as otherwise required by court order, provided that the other Party shall be given the opportunity to (a) review and comment on the proposed disclosure reasonably in advance of the disclosure, and (b) quash such order and to obtain a protective order requiring that the information and documents that are the subject of such order be held in confidence by such court; (ii) either Party may disclose such terms on a need-to-know basis to such Party’s actual and prospective investors, prospective acquirers, underwriters and lenders, attorneys, accountants, insurers and FDA consultants, so long as this Agreement the disclosed-to entity is bound by rules of professional conduct, or has agreed in effect, Parent writing and Merger Sub, on in advance to maintain the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect confidentiality of such information under terms no less restrictive than those set forth herein; (iii) Actavis may disclose such terms to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except FDA as may be necessary or useful in obtaining and maintaining Regulatory Approval of the Actavis ANDA and launching the Actavis Product as provided by the Settlement Documents, so long as Actavis requests that the FDA maintain such terms in confidence, and (iv) either Party may disclose such terms as otherwise required by applicable Law Law, including without limitation SEC reporting requirements, or by the rules or regulations of any applicable United States securities stock exchange or regulatory or governmental body to which the relevant party is Parties are subject; provided that the Parties will coordinate in advance with each other in connection with the redaction of certain provisions of the Settlement Documents with respect to any SEC filings, in which case the party required to make the release or announcement and each Party shall use its commercially reasonable efforts to allow seek confidential treatment for such terms; provided, however, that each Party shall ultimately retain control over what information to disclose to the SEC or any other party reasonable time such agencies. The foregoing notwithstanding, either Party may, without the consent of the other Party, issue a press release which states publicly that the Pending Litigation has been settled, that Actavis may launch the Actavis Products on January 1, 2023 (or earlier under certain circumstances) and that the remaining terms are confidential (and such additional information as may be permitted pursuant to comment on such release or announcement in advance remainder of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company10.5.

Public Announcements. So long as this Agreement is in effectEach Party shall have the right to make a public announcement, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or other public disclosure of the subject matter of this Agreement; provided that, such Party making such public announcement, press release or other public disclosure shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval. Each Party shall provide its comments, if any, within five (5) Business Days after receiving the other Party's proposed announcement for review. If either Party desires to make a subsequent public announcement, press release or other public disclosure concerning the subject matter of this Agreement or any activities hereunder, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, except that in the case of a press release or governmental filing required by applicable Law, the disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall use reasonable good faith efforts to consult with the other party prior to the issuance of any public statement announcement, release or disclosure. Each such public disclosure shall contain appropriate references to the other Party if so requested. A Party commenting on such a proposed disclosure shall provide its comments, if any, within five (5) Business Days after receiving the proposed disclosure for review. With respect to any disclosures required by Law, neither Party shall be required to seek the permission of the other Party to repeat any information that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 11.4. Neither Party shall issue a press release or other public announcement relating to this Agreement without the other Party's prior written consent, except as permitted pursuant to this Section 11.4. Notwithstanding the above, if required by Law or if it is Licensor's customary practice to list the Product on its website, Licensor may disclose on its website that the other Party is the exclusive commercial partner of such Party with respect to the OfferProduct and may use the other Party's approved name and logo in conjunction with such disclosure. Except as set forth in the immediately preceding sentence, each Party shall be required to obtain the Merger or this Agreement without the prior written consent approval of the other party Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed)) prior to using the other Party's name, except as may be required by applicable Law logo or similar identifiers, or to otherwise reference the rules or regulations of other Party's Licensed Product in any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectway, in which case the party required to make the release each case, in any of its marketing materials or announcement shall use on its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancewebsite. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, Licensee hereby acknowledges and agrees that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company[***].

Public Announcements. So long as this Agreement is in effectUntil the Closing, Parent and Merger Sub, on no Party nor any Affiliate or representative of such Party shall issue or cause the one hand, and publication of the Company, on the other, shall not issue any initial press release or make public announcement or any subsequent press release or public statement with announcement in respect to of this Agreement or any Ancillary Agreement or the Offer, the Merger transactions contemplated by this Agreement or this any Ancillary Agreement without the prior written consent of the other party Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that each Party may make internal announcements to its employees that are consistent with such Party’s prior public disclosures regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby without such consent; provided, except as further, that (i) either Party may be make any public disclosure it believes in good faith is required by applicable Law or the rules any listing or regulations of any applicable United States trading agreement or other securities exchange or regulatory or governmental body to which the relevant party is subjectrequirement concerning its publicly traded securities, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided, further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit E or any other disclosures of the type contained, or similar to the disclosures, in such press releases. In the event a preParty has approved any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-commencement communication on Schedule 14D-9 disclosing Party has approved. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Purchaser’s release from its confidentiality obligations under Section 6.2(a) and the Confidentiality Agreement after the Closing, Purchaser and any of its Affiliates may, without the prior written consent of Seller or any of its Affiliates, but after consultation with the SEC attaching Seller at least twenty-four (24) hours in advance (if before the announcement press release. Parent Closing and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything including any consultation prior to the contrary in date hereof), disclose the terms and provisions of this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent Agreement and any information regarding this Agreement and the Companytransactions contemplated hereby (including the Business, the Financial Statements, the Interim Financial Statements, and the Supplemental Financial Statements, if applicable, and any related financial information and such other information deemed necessary by Purchaser or its Affiliates) in or in connection with (i) offering materials for a Financing, and/or (ii) one or more customary investor presentations or related conference calls by Purchaser and its Affiliates with investors or analysts.

Public Announcements. So long as The parties agree that GRNQ shall be entitled to issue a press release (the “Press Release”) and one or more Form 8-Ks with respect to the announcement of this Agreement is and the transactions contemplated hereby (the “Announcements”); provided that unless required by Applicable Law or stock exchange requirements, in effectno event shall such Announcements disclose the shareholders of GRBV. GRNQ shall prepare the initial draft of any such Press Release, Parent provide GRBV with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and Merger Subcomment thereon, and consider any such comments of GRBV in good faith and use reasonable efforts to resolve any disagreements with GRBV on the one handcontents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, both parties shall not issue any such press release or make any such public statement without the prior consent of GRBV (which consent shall not be unreasonably withheld or delayed), GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such press release or public announcement shall disclose the Companyshareholders of GRBV unless required by Applicable Law or stock exchange requirements; provided, on however, that if disclosure is required by Applicable Law, both parties shall, to the otherextent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, GRNQ shall not be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant theretothat, in each case, that does not violate Section 5.3 or (y) in connection is consistent with any dispute between public statement previously issued or made by GRNQ in accordance with the parties regarding provisions of this Agreement ‎Section 6.3 or that are required to be disclosed pursuant to the 1933 Act, the 1934 Act or the transactions contemplated hereby. The press release announcing the execution and delivery requirements of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyany national securities exchange.

Public Announcements. So long Except as this Agreement is may otherwise be required by securities Laws and public announcements or disclosures that are, in effectthe reasonable opinion of the party proposing to make the announcement or disclosure, Parent and Merger Sublegally required to be made, on the one hand, and the Company, on the other, there shall not issue any be no press release or make any public statement with respect to the Offer, the Merger or communication concerning this Agreement without or the Transactions hereby by any Party hereto or its Affiliates except with the prior written consent of the other party Seller (if Buyer or one of its Affiliates is originating such press release or communication) or Buyer (if Seller or one of its Affiliates are originating such press release or communication), in each case which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned. Buyer and Seller will consult in advance on the necessity for, except as may and the timing and content of, any communications to be required by applicable Law made to the public and, subject to legal constraints, to the form and content of any application or report to be made to any Government Entity that relates to this Agreement or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuanceTransactions. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement Parties hereto acknowledge and agree that (xa) made or proposed to be made by promptly following the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change execution and delivery of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement by all of the Parties hereto, each Parent may issue one or the transactions contemplated hereby. The more press release releases announcing the execution and delivery of this Agreement shall not be issued (provided that, prior to the approval public dissemination of each such press release, Parent shall provide to Seller a draft of any such press release and an opportunity to provide comments thereon, which comments Parent shall not unreasonably refuse to incorporate into such disclosure), (b) after the Company and Parent. The Company shall date of this Agreement, each Parent may file with the Securities Exchange Commission (ithe “SEC”) file one or more current reports a Current Report on Form 8-K with to disclose this Agreement and include a copy of the SEC attaching the announcement press release and a copy of this Agreement as exhibits an attachment or exhibit to such Form 8-K, and (iic) file a preon or after the date the financial statements of the Company required to be filed with such Form 8-commencement communication on Schedule 14D-9 K (or other report filed by Parent with the SEC SEC) are available, Parent may file an amendment to such Form 8-K attaching the announcement press release. Parent and Merger Sub shall file a presuch financial statements as an exhibit to such Form 8-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyK amendment.

Public Announcements. So long The Parties have agreed the press release set out as Schedule 11.4, which the Parties will not disclose until August 25, 2016. Other than this Agreement is in effectpress release, Parent and Merger Subneither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the one hand, and the Company, Denali and its Affiliates on the other, shall not issue any public announcement, press release release, or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other’s prior written consent regarding the timing and content, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing entity’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such entity shall submit the release proposed disclosure in writing to Denali (if the entity is Licensor, F-star GmbH, or announcement shall use its commercially F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, Denali, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of ARTICLE 11 with respect to Licensor’s Confidential Information and Section 5.6 11.6 and (b) Denali shall not apply to any public release use the name of Licensor, F-star GmbH, F-star Ltd or public announcement its or their respective Affiliates (x) made or proposed to be made by the Company in connection with an Acquisition Proposalinsignia, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant theretocontraction, in each case, that does not violate Section 5.3 abbreviation or (yadaptation thereof) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued such disclosure without prior to the approval of each written permission of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyapplicable entity.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, (a) The Parties shall agree on the one handcontent and form of the expected press release from each Party and shall coordinate to the extent reasonably practicable, the timing of the initial press releases in order to accomplish the same promptly upon execution and delivery of this Agreement. The initial press releases of the Company, on Parties are attached hereto as Exhibit 12.5(a). Except to the other, shall not issue any extent already disclosed in a press release or make any other public statement communication issued in accordance with respect to this Agreement, no public announcement concerning this Agreement, its subject matter or the Offertransactions described herein shall be made, the Merger either directly or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheldindirectly, conditioned by either Party or delayed)its Affiliates, except as may be required required, in the good faith discretion of such Party’s counsel, by applicable Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or the rules or regulations of any applicable United States securities stock exchange or regulatory quotation system rule without first obtaining the approval of the other Party and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or governmental body delayed. The Party desiring to which make any such voluntary public announcement shall provide the relevant party is subjectother Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, in which prior to public release. In the case the party of press releases or other public communications required to make the release be made by law, judicial order or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release stock exchange or announcement in advance of such issuance. Notwithstanding the foregoingquotation system rule, the restrictions set forth in this Section 5.6 shall not apply to any public Party making such press release or public announcement (x) made shall provide to the other Party a copy of the proposed press release or proposed public announcement in written or electronic form upon such advance notice as is practicable under the circumstances for the purpose of allowing the notified Party to review and comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the time when the same is required to be made by made. Neither Party shall be required to seek the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change permission of Board Recommendation or the other Party to repeat any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between information regarding the parties regarding terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each 12.5(a); provided that such information remains accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as The initial press release concerning this Agreement is and the Merger will be a joint press release reasonably acceptable to the Company and Parent and will be issued promptly following the execution and delivery of this Agreement. Thereafter, except in effectconnection with the matters contemplated by ‎Section 6.04, Parent and Merger Subthe Company shall consult with each other before issuing any press release, on making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the one handtransactions contemplated hereby (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the Companytransactions contemplated hereby are mentioned only incidentally) and, on the otherexcept in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release or make any such other public statement with respect to or schedule any such press conference or conference call before obtaining the Offer, the Merger or this Agreement without the prior other party’s written consent of the other party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, after the restrictions set forth in this Section 5.6 shall not apply to issuance of the initial press release or any press release or the making of any public release statement with respect to which the foregoing consultation procedures have been followed, (a) either party may issue such additional publications or press releases and make such other customary announcements and public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection statements without consulting with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, other party hereto so long as such statements are not inconsistent with previous additional publications, press releases, announcements and public disclosures statements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in and as materially consistent with, the initial press release or another press release or public statements made jointly by statement with respect to which the other party had been consulted and (b) Parent and its Affiliates may provide information regarding this Agreement and the Companytransactions contemplated hereby to their respective existing or prospective limited partners and other investors on a confidential basis to the extent such recipients are subject to customary confidentiality obligations prior to the receipt of such information.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue The Parties agree that prior to any press release or make Party making any public announcement or statement with respect to the Offertransaction contemplated by this Agreement, such Party shall notify the other Party at least 72 hours prior to disclosure (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of disclosure) and obtain the written approval of the other Party to the text of such announcement or statement, which approval may be withheld for any reason. Nothing contained in this Section shall be construed to require either Party to obtain approval of the other Party or its Affiliates to disclose information with respect to the transaction contemplated by this Agreement to any Governmental Authority and/or the public to the extent required by applicable Law or stock exchange regulation, including in connection with a financing transaction or securities offering undertaken by a Party or such Party’s Affiliates; provided that a Party required to make such a disclosure shall consult with the other Party at least 72 hours (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of disclosure) prior to making such disclosure and in no event shall Purchaser use the name “Xxxxxxxx” or “Piloncillo” in any press release or other public announcement prior to Closing without the consent of Sellers. In the event a Party has approved or been consulted with respect to any disclosures as required hereunder, the Merger other Party or this Agreement its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing party has approved or been consulted with respect to, as applicable, to the extent required by applicable Law or stock exchange regulation to be disclosed to a Governmental Authority or the public. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, Purchaser and any of its Affiliates may, without the prior written consent of Sellers, but after consultation with Sellers at least 24 hours in advance, disclose the other party terms and provisions of this Agreement and any information regarding this Agreement and the transactions contemplated hereby (which consent shall not be unreasonably withheldincluding, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoingwithout limitation, the restrictions set forth Assets and any related financial, reserve, production and other information or such other information deemed necessary by Purchaser or its Affiliates, but excluding the Ongoing Confidential Information) in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, (i) offering materials for a Superior Proposal public or a Change private offering of Board Recommendation securities or other financing transaction of Purchaser or any action taken pursuant theretoof its Affiliates, in each caseand/or (ii) one or more customary investor presentations or related conference calls by Purchaser or its Affiliates with investors or analysts. For a period of one year from the date such information is provided, that does not violate Section 5.3 Sellers will treat all material non-public information of Purchaser or (y) its Affiliates provided to Sellers in connection with the immediately preceding sentence as strictly confidential and will not use any dispute between such information other than for the parties regarding this Agreement purpose of such consultation, provided that Purchaser has notified Sellers as to which information Purchaser considers to be material non-public information of Purchaser or the transactions contemplated herebyits Affiliates. The press release announcing Parties agree that the execution and delivery of this Confidentiality Agreement shall not terminate and be issued prior of no further force and effect at and after the Closing, except with respect to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyOngoing Confidential Information.

Public Announcements. So long as this Agreement is in effect, Parent Quintiles and Merger Sub, on the one handIMS Health shall reasonably consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release, Financing Disclosure or other public statements with respect to this Agreement, the Company, on Merger and the other, other transactions contemplated hereby and shall not issue any such press release release, Financing Disclosure or make any public statement with respect announcement prior to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)such consultation and review, except as may be required by applicable Law Law, court process or the rules or regulations of by obligations pursuant to any applicable United States listing agreement with any national securities exchange or regulatory or governmental body to which national securities quotation system. The initial press release of the relevant party parties announcing the execution of this Agreement shall be a joint press release of IMS Health and Quintiles in a form that is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancemutually agreed. Notwithstanding the foregoing, (a) any such press release, Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the restrictions set forth in party making the release or statement has used its reasonable best efforts to consult with the other party, (b) the first sentence of this Section 5.6 5.16 shall not apply with respect to a Quintiles Adverse Recommendation Change (or any responses thereto) or an IMS Health Adverse Recommendation Change (or any responses thereto), (c) the first sentence of this Section 5.16 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change disclosure of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) information concerning this Agreement in connection with any dispute between the parties regarding this Agreement Agreement, (d) the first sentence of this Section 5.16 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 5.16, to the extent replicated in whole or in part in any subsequent press release or other announcement, and (e) the first sentence of this Section 5.16 shall not apply to any public statement regarding the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements hereby in response to questions by from the press, analysts, investors, business partners investors or those attending industry conferences conferences, or financial analyst conference callsto internal announcements to employees, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.by

Public Announcements. So (a) The initial press release with respect to this Agreement or the transactions contemplated hereby will be substantially in the form of Exhibit J (the “Press Release”) and will be issued on the date hereof. The Parties acknowledge and agree that they will answer any questions asked regarding this Agreement and the transactions contemplated hereby (e.g., during an analyst call or to investors in private) using the attached answers to frequently asked questions (the “FAQs”) set forth on Exhibit K to the extent reasonably practicable to do so. (b) Other than the Press Release and the FAQs, so long as this Agreement is in effect, the Parent and Merger Sub, on the one handwill, and will cause its Affiliates to, consult with the CompanyPurchaser before issuing any other press releases or otherwise making public announcements with respect to this Agreement, on the othertransactions contemplated by this Agreement, shall Mann, Greiner, any of the Purchaser, the Trust or any of their Affiliates, and, except for any press release or public statement required by Law or any listing agreement with any U.S. or international securities exchange, including the New York Stock Exchange, will not issue any press release or make any public statement with respect to any of the Offer, the Merger or this Agreement foregoing matters without the prior written consent of the other party (Purchaser, which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned. (c) Other than the Press Release and the FAQs, so long as this Agreement is in effect, the Purchaser will, and will cause its Affiliates to, consult with Parent before issuing any other press releases or otherwise making public announcements with respect to this Agreement, the transactions contemplated by this Agreement, or any of Parent or its Affiliates, and, except for any press release or public statement required by Law or any listing agreement with any U.S. or international securities exchange, including the New York Stock Exchange, the American Stock Exchange or NASDAQ, will not issue any press release or make any public statement with respect to any of the foregoing matters without the consent of Parent, which consent will not be unreasonably withheld, delayed or conditioned. (d) Notwithstanding Section 7.04(b) or (c), except as may be if a release, announcement or statement described in Section 7.04(b) or (c) is required by applicable Law or the rules or regulations of any applicable United States or international securities exchange or regulatory or governmental body Governmental Authority to which the relevant party Party is subject, and any portion of the subject matter of such release, announcement or statement is contained in which case the party Press Release or the FAQs, the Party required to make the release release, announcement or statement will conform in all material respects that portion of such release, announcement shall or statement to the Press Release or the FAQs and will notify the Parent or the Stockholders Representative, as applicable, by telephone, email or fax within two hours of any officers in the legal department, corporate communications department or similar department of such Party that 29 routinely performs such functions concluding that it is reasonably likely that such Party will issue a release, announcement or statement. If a release, announcement or statement described in Section 7.04(b) or (c) is required by Law or the rules or regulations of any applicable United States or international securities exchange or Governmental Authority to which the relevant Party is subject, and any portion of the subject matter of such release, announcement or statement is not contained in the Press Release or the FAQs, the Party required to make the release, announcement or statement will notify Parent or the Stockholders Representative, as applicable, by telephone, email or fax within two hours of any officers in the legal department, corporate communications department or similar department of such Party that routinely performs such functions concluding that it is reasonably likely that such Party will issue a release, announcement or statement and will use its commercially reasonable best efforts to allow each such other party Party a reasonable time to comment on such release release, announcement or announcement statement in advance of such issuanceissuance and will accept the reasonable comments of such other Party to such release. Notwithstanding anything contained in this Section 7.04(d), language in a release, announcement or statement regarding the foregoing, transactions contemplated by this Agreement and the restrictions Ancillary Agreements that is substantially similar to language regarding such matters that has been previously reviewed by Parent or the Purchaser in compliance with the procedures set forth in this Section 5.6 shall 7.04(d) will not apply require notification to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement Parent or the transactions contemplated herebyPurchaser, as applicable, pursuant to this Section 7.04(d). The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary notices provided for in this Section 5.6, each 7.04(d) will describe the time frame of the parties may make public statements release, announcement or statement. Any reference to a “Party” referenced in response a release, announcement or statement in this Section 7.04 shall include such Party and, to questions by pressthe extent applicable, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.its Affiliates. SECTION 7.05

Public Announcements. So long as Prior to the Closing, no public announcement regarding this Agreement or the pendency of the transaction contemplated hereby shall be made by Seller, Buyer or any of their respective Affiliates. Notwithstanding the forgoing, Buyer acknowledges and agrees that Seller is in effectpermitted to disclose the existence of this Agreement, Parent and Merger Sub, on the one hand, pendency of the transactions contemplated hereby and the Companyfinancial terms of the transactions contemplated hereby in tronc, on Inc.’s Form 10-K for the otheryear ended December 31, 2017, provided however, such disclosure shall not issue any press release or include the disclosure of Buyer’s identity. Following the Closing, Buyer will be entitled to make any a public statement announcement of the completion of the transactions contemplated hereby including, if Buyer chooses to do so, the financial terms of the transactions contemplated hereby and Buyer may freely disclose information with respect to the Offernature and future prospects of the Business at such time(s) and in such manner, as Buyer or its Affiliates shall determine in their sole and absolute discretion; provided, however, that Buyer shall not disclose the Merger or this Agreement historical operations of the Business without the prior written consent of the other party Seller (which consent shall not be unreasonably withheld). Following the Closing, conditioned Buyer acknowledges that tronc, Inc. will disclose the completion of the transactions contemplated hereby on a Form 8-K which will be filed with the SEC and include a copy of this Agreement as an exhibit thereto and contain certain pro forma or delayed), except other financial information (including applicable pro forma adjustments) related to the Business (as may be required by applicable Law or the SEC rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectand regulations); provided, in which case the party required to make the release or announcement shall use its commercially however, that Seller will afford Buyer a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement Form 8-K in advance of its actual filing with the SEC provided that the final form and content of such issuanceForm 8-K shall be as finally determined by Seller and tronc, Inc. (in their sole and absolute discretion). Notwithstanding Following the foregoingClosing, the restrictions set forth in this Section 5.6 shall not apply to any public release or except as provided above, Seller will make no other public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties disclosure regarding this Agreement or the transactions contemplated hereby. The press release announcing hereby except as (a) required to do so by applicable Law and the execution rules and delivery regulations of this Agreement shall not be issued prior NASDAQ stock market, (b) in connection with customary investor and analyst calls where questions or inquiries concerning the transactions contemplated hereby are raised by such investors or analysts, (c) with respect to the approval of each of the Company and Parent. The Company shall (i) file one internal announcements to Seller’s or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits Seller’s Affiliate’s employees, and (iid) file a pre-commencement communication on Schedule 14D-9 with respect to disclosures made by Seller and Seller’s Affiliates to potential sources of financing (including the SEC attaching the announcement press release. Parent current lenders of Seller and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent Seller’s Affiliates) and the Companyapplicable credit rating agencies.

Public Announcements. So long as Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory or governmental body to on which the relevant party is subjectsecurities of the disclosing Party are listed. If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed to make such a public disclosure, such Party shall submit the release proposed disclosure, as well as the specific Applicable Law or announcement shall use its commercially rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than [...***...] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon. The Party desiring to make any such release or announcement public disclosure shall consider in advance of good faith any comments provided by the other Party with respect to such issuancedisclosure. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this Section 5.6 shall not apply right to any publicly announce, make a press release, or make other public release or public announcement disclosures of the research, development and commercial Information (xincluding with respect to regulatory matters) made or proposed to be made by regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each caseProducts; provided, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K such disclosure is subject to the provisions of Sections 9.1 through 9.3 with the SEC attaching the announcement press release and a copy of this Agreement as exhibits respect to Galapagos’ Confidential Information, and (ii) file a pre-commencement communication on Schedule 14D-9 with AbbVie shall not use the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6name of Galapagos (or insignia, each of the parties may make public statements in response to questions by pressor any contraction, analysts, investors, business partners abbreviation or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyadaptation thereof) without Galapagos’ prior written consent.

Public Announcements. So long as The initial press release relating to this Agreement is shall be a joint press release the text of which has been agreed to by each of Pace and the Company prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. After the execution of this Agreement, Pace shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in effectcompliance with, Parent applicable securities Laws, which the Company shall have the opportunity to review and Merger Subcomment upon prior to filing and Pace shall consider such comments in good faith. The Company, on the one hand, and the CompanyPace, on the otherother hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pace, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Pace shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by applicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Article XI) unless otherwise prohibited by applicable Law or the requirements of the New York Stock Exchange, each of Pace and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or otherwise making any public statements (including through social media platforms) with respect to this Agreement or any of the Transactions, and shall not issue any such press release or make any such public statement with respect to the Offer, the Merger or this Agreement (including through social media platforms) without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be to the extent required by applicable Law or the rules or regulations of any applicable United States securities stock exchange or regulatory or governmental body to which the relevant party is subjectrules. Furthermore, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth nothing contained in this Section 5.6 9.09 shall not apply prevent Pace or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to any their investors and prospective investors that is substantively consistent with public release or public announcement (x) made or proposed statements previously consented to be made by the Company other party in connection accordance with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company9.09.

Public Announcements. So long as Investor agrees that is shall not -------------------- release any public announcement which relates to CKG's business without obtaining the prior written approval of CKG, which approval shall not be unreasonably withheld or delayed. For purposes of this Agreement the parties agree that the term "delayed" shall mean a failure by CKG to respond by telecopier to Investor's beneficial owner within two (2) business days. Investor's beneficial owner shall first transmit via telecopier to CKG the text of any proposed public announcement. CKG shall use its best efforts to timely forward to Investor, via telecopier, CKG's reasonable suggested revisions to the proposed announcement, provided, however, that in all events CKG shall send its suggested revisions to the proposed public announcement no later than two (2) business day from the time such proposed announcement was received by CKG. If CKG does not respond within two (2) business days of its receipt of the proposed public announcement, or if the Investor's beneficial owner agrees with CKG's revisions, the Investor may make the public announcement, as revised, immediately. In the event that Investor shall be unwilling to accept CKG's revisions, the Trustee who is the legal owner of Investor's interest in effectCKG and counsel for CKG, Parent and Merger Sub, on the one hand, and the Company, on the other, and/or CKG's President shall not issue any press release or make any public statement immediately confer with respect to the Offer, the Merger or this Agreement without the prior written consent text of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or proposed public announcement (x) made or proposed and seek to be made by the Company reach an agreement in connection with the proposed public announcement. In the event that Investor shall be unwilling to accept CKG's proposed revisions or if the Trustee and counsel for CKG and/or CKG's President shall fail to reach an Acquisition Proposalagreement, a Superior Proposal or a Change as the case may be, and should Investor release the proposed public announcement without obtaining CKG's prior written approval, Investor shall, each time it issues any public announcement in violation of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery provisions of this Agreement Section 13(n) shall not pay to CKG an amount equal to $10,000, which amount shall be issued prior to the approval of each of the Company considered as and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy for liquidated damages for such violation of this Agreement Section 13(n) and not as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companypenalty.

Public Announcements. So long The Parties have agreed upon the content of a press release which shall be issued substantially in the form attached hereto as Schedule 10.4, upon execution of this Agreement; thereafter Licensor and AbbVie may each disclose to Third Parties the information contained in such press release without the need for further approval by the other Party. Except for the press release attached hereto, neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules or regulations of any applicable United States securities a stock exchange or regulatory or governmental body to on which the relevant party is subjectsecurities of the disclosing Party are listed. In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this Section 5.6 shall not apply right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the AbbVie Probodies, Discovery PDCs and Licensed Products; provided that if any public release such research, development or public announcement (x) made or proposed commercial information is materially adverse to be made by the Company in connection with an Acquisition ProposalExploitation of a Discovery Probody, a Superior Proposal Discovery PDC or a Change of Board Recommendation or any action taken pursuant theretoLicensed Product, AbbVie shall submit the proposed disclosure in each case, that does not violate Section 5.3 or writing to Licensor as far in advance as reasonably practicable (y) and in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued no event less than [***] prior to the approval anticipated date of each disclosure); and further provided, that (a) such disclosure is subject to the provisions of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K ARTICLE 10 with the SEC attaching the announcement press release and a copy of this Agreement as exhibits respect to Licensor’s Confidential Information and (iib) file a pre-commencement communication on Schedule 14D-9 with AbbVie shall not use the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6name of Licensor (or insignia, each of the parties may make public statements in response to questions by pressor any contraction, analysts, investors, business partners abbreviation or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyadaptation thereof) without Licensor’s prior written permission.

Public Announcements. So long The Parties have agreed upon the content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 15.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Except pursuant to the procedures set forth below, neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effector its subject matter without the other Party’s prior written consent, Parent and Merger Subexcept for (i) any such disclosure that is, based on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent advice of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectan application for listing has been submitted), in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on (ii) any such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, disclosure that does not violate Section 5.3 or (y) in connection with any dispute between mention the parties regarding this Agreement other Party. In the event that a Party is, based on the advice of the disclosing Party’s counsel, required by Applicable Law or the transactions contemplated herebyrules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, or such disclosure does not mention the other Party, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. The press release announcing Neither Party shall be required to seek the execution and delivery permission of the other Party to repeat any information regarding the terms of this Agreement shall not be issued prior to the approval Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K this exhibit has been separately filed with the SEC attaching Securities and Exchange Commission. or any amendment thereto that has already been publicly disclosed by such Party, or by the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 other Party, in accordance with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.615.4, each provided such information remains accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as this Agreement is in effectNeither Party shall originate any publicity, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect announcements, written or oral, whether to the Offerpublic or press, relating to this Agreement, including its existence, the Merger subject matter to which it relates, performance under it or this Agreement any of its terms, to any amendment hereto or performances hereunder without the prior written consent of the other party Party (which consent shall not to be unreasonably withheld, conditioned or delayed), except as may be save only such announcements that are required by applicable Law law or the rules or regulations of any applicable United States securities exchange or regulatory Nasdaq to be made or governmental body to which that are otherwise agreed by the relevant party is subjectParties. In the event of such publication, in which case the party required to make the press release or public announcement shall use its commercially (other than those required by applicable law or any securities exchange or Nasdaq), the Party making the announcement will give the other Party at least reasonable efforts to allow each advance notice, where possible, of the text of the announcement so that the other party reasonable time Party will have an opportunity to comment on such upon the announcement. Notwithstanding anything contained in this Agreement to the contrary, (i) upon execution of this Agreement, ANIKA may issue a press release or announcement in advance the form of such issuanceExhibit C, and (ii) MITEK acknowledges that ANIKA is permitted to file this Agreement with the Securities and Exchange Commission. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Notwithstanding the foregoing, however, where urgent, unusual and rare circumstances require immediate disclosure in the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each opinion of the Company and Parent. The Company shall Party’s counsel, the Party will, unless impossible because of legal reasons, provide at least one (i1) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyBusiness Day’s advance written notice.

Public Announcements. So long as this Agreement is in effect, Parent Quintiles and Merger Sub, on the one handIMS Health shall reasonably consult with each other before issuing, and give each other a reasonable opportunity to review and comment upon, any press release, Financing Disclosure or other public statements with respect to this Agreement, the Company, on Merger and the other, other transactions contemplated hereby and shall not issue any such press release release, Financing Disclosure or make any public statement with respect announcement prior to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)such consultation and review, except as may be required by applicable Law Law, court process or the rules or regulations of by obligations pursuant to any applicable United States listing agreement with any national securities exchange or regulatory or governmental body to which national securities quotation system. The initial press release of the relevant party parties announcing the execution of this Agreement shall be a joint press release of IMS Health and Quintiles in a form that is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuancemutually agreed. Notwithstanding the foregoing, (a) any such press release, Financing Disclosure or public statement as may be required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation if the restrictions set forth in party making the release or statement has used its reasonable best efforts to consult with the other party, (b) the first sentence of this Section 5.6 5.16 shall not apply with respect to a Quintiles Adverse Recommendation Change (or any responses thereto) or an IMS Health Adverse Recommendation Change (or any responses thereto), (c) the first sentence of this Section 5.16 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change disclosure of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) information concerning this Agreement in connection with any dispute between the parties regarding this Agreement Agreement, (d) the first sentence of this Section 5.16 shall not apply in respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 5.16, to the extent replicated in whole or in part in any subsequent press release or other announcement, and (e) the first sentence of this Section 5.16 shall not apply to any public statement regarding the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements hereby in response to questions by from the press, analysts, investors, business partners investors or those attending industry conferences conferences, or financial analyst conference callsto internal announcements to employees, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent the parties and otherwise in compliance with this Section 5.16 and do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. As used above, “Financing Disclosure” means any reference to, or information in connection with, the Merger and the Companytransactions contemplated hereby that is included in any documents to be filed with any Person (including the SEC), issued, published and/or distributed by Quintiles or IMS Health in connection with any financing transaction to be entered into by either such party.

Public Announcements. So long as this Agreement is in effectBuyer, Parent and Merger Sub, on the one hand, and the Company, the Seller Representative (on behalf of the otherSellers other than AIG), and AIG shall not issue consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or make any other public statement with respect to the Offertransactions contemplated by this Agreement, the Merger and shall not issue any such press release or this Agreement make any such public statement without the prior written consent advance approval of the other party (which consent shall such approval not to be unreasonably withheld, conditioned withheld or delayed); provided, except as that each Party may be required by applicable make any such announcement which it in good faith believes, based on advice of counsel, is necessary or advisable in connection with any requirement of Law or regulation, it being understood and agreed that each Party shall provide the rules or regulations other Parties with copies of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; provided, further, that each Party may make internal announcements to their respective employees that are not inconsistent in any material respects with the Parties’ prior public disclosures regarding the transactions contemplated by this Agreement. The Parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement following execution of this Agreement shall be in the form agreed to by Buyer, the Seller Representative and AIG. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 6.4 shall not apply to any public press release or other public announcement (x) made or proposed to be statement made by Buyer, the Company in connection with an Acquisition ProposalCompany, a Superior Proposal or a Change of Board Recommendation the Seller Representative, or any action taken pursuant thereto, in each case, that Seller (a) which is consistent with the terms of this Agreement and does not violate contain any information relating to the Company, any Seller or the transactions contemplated by this Agreement that has not been previously announced or made public in accordance with the terms of this Section 5.3 6.4 or (yb) is made in connection with any dispute between the parties regarding ordinary course of business and does not relate to this Agreement or the transactions contemplated herebyby this Agreement. The press release announcing Nothing herein shall prevent a Seller or any of its Affiliates which is a private equity or other investment fund from making customary disclosures (which are made subject to customary confidentiality obligations), including the execution and delivery key economic terms of the transactions contemplated by this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreturn realized as a result thereof, to its current or prospective investors in connection with its normal fundraising and reporting activities.

Public Announcements. So long as this Agreement is in effectEach of the Company, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press Subs agrees that no public release or make announcement concerning the Transactions (including any public statement communication required to be filed with respect to the Offer, the Merger SEC) shall be issued by any Party or this Agreement its Affiliates without the prior written consent Consent of the other party Company and Parent (which consent Consent shall not be unreasonably withheld, conditioned withheld or delayed), except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body Governmental Authority to which the relevant party Party is subject, in which case the party Party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party Party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding The Company, Parent and Merger Subs agree that the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The initial press release announcing the execution and delivery of this Agreement shall be a joint press release of, and shall not be issued prior to the approval of each of, the Company, on the one hand, and Parent, on the other hand. Notwithstanding the foregoing provisions of this Section 4.11, (i) Parent, the Parent Representatives, the Company and the Company Representatives and Parent. The ’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not materially inconsistent with previous press releases or announcements made by Parent and/or the Company shall (i) file one or more current reports on Form 8-K in compliance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and Section 4.11, (ii) file a pre-commencement communication on Schedule 14D-9 with Parent, the SEC attaching Parent Representatives, the announcement press release. Parent Company and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching Company Representatives and Parent’s and the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties Company’s respective Subsidiaries may make public statements in response to specific questions by the press, analysts, investors, business partners investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the Companyother Party or Parties, the Merger or the other Transactions and (iii) the restrictions set forth in this Section 4.11 shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Change of Company Board Recommendation that is effected in compliance with Section 4.6 or a Change of Parent Board Recommendation that is effected in compliance with Section 4.7.

Public Announcements. So long as The initial press release relating to this Agreement is shall be a joint press release mutually agreed by Windstream and Uniti. Except as set forth in, and in effectcompliance with, Parent ‎Section 6.03(a), or in connection with any Proceeding brought by a party to this Agreement against any other party hereto regarding this Agreement, the Merger or the other Transactions, Windstream and Merger SubUniti shall consult with each other before issuing any further press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement and the Transactions (other than any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement and the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally) and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (in which case, such disclosing party will endeavor, on a basis reasonable under the one handcircumstances, to provide a meaningful opportunity to the other party to review and comment upon such public statement or press release, and will consider in good faith any reasonable comments of the Company, on the otherother party thereto), shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the Offerforegoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the Transactions beyond the scope of the disclosure included in and as materially consistent with, the Merger press release or this Agreement public statement with respect to which the other party had been consulted. No press release by Uniti shall include the name of any direct or indirect equityholder (or any of their respective Affiliates) of Windstream, New Windstream LLC (following the Windstream F Reorg) or New Uniti (following the Internal Reorg Merger) without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)Windstream, except (a) in respect of any public statement or press release as may be required by applicable Applicable Law or the rules any listing agreement with or regulations rule of any applicable United States national securities exchange or regulatory association (in which case, Uniti will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to Windstream to review and comment upon such public statement or governmental body press release, and will consider in good faith any reasonable comments of the other party thereto) or (b) after the issuance of any press release with respect to which the relevant party is subjectsuch consent was obtained, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance Uniti may issue additional press releases without any consent of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, Windstream so long as such statements additional press releases are not inconsistent materially consistent with previous the press releases, public disclosures or public statements made jointly by Parent and the Companyrelease with respect to which Windstream had consented.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one handThe Parties agree that at all times no Party hereto shall issue or make, and the Companyeach Party shall cause its Affiliates and representatives not to issue or make, on the other, shall not issue any press release releases or make any public statement announcements with respect to this Agreement or the Offer, the Merger or transactions contemplated by this Agreement without the prior written consent of the other party Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law Legal Requirement or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body other Governmental Entity to which the relevant party is subjectsubject or submits, in which case the party Party required to make the release or announcement shall use its commercially reasonable efforts to allow each the other party Party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding Each Party hereto will also obtain the foregoingprior written approval by the other Party hereto of any press release to be issued announcing the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, the restrictions set forth in this Section 5.6 foregoing shall not apply prevent: (a) disclosures by Parent or the Stockholder Representative or the Company’s material stockholders (i) to any public release or public announcement their members, holders of its equity securities, limited partners and Affiliates and (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (yii) in connection with any dispute between private equity, investment or similar fundraising activities by the parties regarding direct or indirect, holders of their equity securities or Affiliates, in each case so long as the recipients of such disclosure are bound by customary confidentiality obligations; (b) disclosures by a Party to its respective legal counsel, accountants, financial advisors or other advisors providing legal, tax, accounting, estate planning or investment advice; (c) customary post-closing tombstone announcements that do not include price or other transaction terms; and (d) disclosures as are required to comply with the obligations under this Agreement or any of the other Transaction Documents. Without the prior written consent of Parent not to be unreasonably withheld, between the date hereof and the Closing Date, the Company shall not, and shall cause each of its Subsidiaries to not, make any broad-based announcements or disclosures regarding the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior hereby to the approval of each any customers, suppliers or other business partners of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with any of its Subsidiaries without the SEC attaching the announcement press release and a copy prior written consent of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything not to the contrary in this Section 5.6be unreasonably withheld, each of the parties may make public statements in response to questions by press, analysts, investors, business partners conditioned or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companydelayed.

Public Announcements. So long as this Within 24 hours after the execution of the Agreement, Buyer will issue a press release regarding the Agreement is and Contemplated Transactions in effect, Parent and Merger Sub, on the one hand, and a form mutually agreed to between the Company, on the Sellers’ Representative and Buyer. Without the consent of the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall will not be unreasonably withheld, conditioned delayed or delayed)conditioned, none of Sellers’ Representative, Sellers, nor any of its controlled affiliates, the Company, Buyer nor MergerSub will issue or make prior to the Closing any public release or announcement with respect to this Agreement or the Contemplated Transactions, except as such release or announcement may be required by applicable Applicable Law or the rules or regulations of any applicable United States national securities exchange or regulatory or governmental body to which the relevant party is subjectsubject (including filings pursuant to Section 7.01), in which case the party required to make the release or announcement shall use its commercially reasonable best efforts to allow each other party afford, for a reasonable time period prior to comment on such release or announcement in advance the making of such issuancedisclosure, a reasonable opportunity to review and comment upon the intended form and substance of such disclosure. Notwithstanding the foregoingforegoing provisions of this Section 7.02, (i) Sellers, Sellers’ Representative, the restrictions set forth in this Section 5.6 shall not apply to any Company and Buyer may make public release releases or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding announcements concerning this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of Contemplated Transactions that contain only information that is not materially inconsistent with information that has been previously disclosed in compliance with this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall Section 7.02, (iii) Buyer may file one or more current reports a Current Report on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything respect to the contrary in this Section 5.6, each of Contemplated Transactions and Buyer and the parties Company may make communications to its respective employees and may make public statements in response to specific questions by the press, analysts, investors, business partners investors or those attending industry conferences or financial analyst conference calls, in all cases so long as any such statements are disclosure is not materially inconsistent with previous press releasesdisclosure made in compliance with this Section 7.02. No public disclosure of the identities of the Sellers will be made by the Company or Buyer or any of their respective Subsidiaries prior to, public disclosures at or public statements made jointly after the Closing, without the consent of the Sellers’ Representative, except to the extent required by Parent Applicable Law or the rules or regulations of any applicable national securities exchange to which the relevant party is subject; provided, however, the party required to make any such disclosure will have afforded the Sellers’ Representative, for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the Companyintended form and substance of such disclosure.

Public Announcements. So long as The existence and the terms of this Agreement is in effect, Parent and Merger Sub, on shall be treated by each Party as the one hand, and other Party’s Confidential Information. The Parties hereby consent to issuance of the Company, on the other, shall not issue any joint press release or make any public statement with respect appended to the OfferPatent Assignment Agreement between SELTEN and VIVUS as Attachment 3 thereto, following execution of the Agreement. Otherwise, neither Party shall originate any publicity, news release, public announcements, or *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. public disclosures, written or oral, whether to the public or press, stockholders or otherwise, relating to this Agreement, including its existence, the Merger subject matter to which it relates, performance under it or this Agreement without any of its terms, save only such announcements that are required to be made by law, regulations, the prior written consent rules of the other party (which consent shall not be unreasonably withhelda securities exchange, conditioned or delayed), except as may be required by applicable Law or the rules order of a court or regulations of any applicable United States securities exchange or regulatory or other governmental body of competent jurisdiction or that are otherwise agreed to which by the relevant party is subject, in which case the party required to make the release or announcement Parties. The Parties shall use its commercially reasonable efforts to allow keep such announcements brief and factual. If a Party decides to make such an announcement required by law, regulations, court order, or the rules of a securities exchange, or desires to make any other public disclosure relating to this Agreement, it shall give each other party reasonable time Party at least *** business days advance notice, where practicable, of the proposed text of the announcement or disclosure so that each other Party shall have an opportunity to comment on such release or announcement comment. To the extent that a reviewing Party reasonably requests the deletion of any information in advance of such issuance. Notwithstanding the foregoingproposed text, the restrictions set forth disclosing Party shall delete such information unless, in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed the reasonable opinion of the disclosing Party’s legal counsel, such confidential information is legally required to be made by the Company in connection with an Acquisition Proposal, fully disclosed. Nothing herein shall prevent a Superior Proposal or a Change of Board Recommendation or Party from re-disclosing any action taken pursuant thereto, in each case, factual information that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior has previously been disclosed to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6public, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as provided that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyinformation remains accurate.

Public Announcements. So long as Anything contained in this Agreement is to the contrary notwithstanding, upon the execution of this Agreement the Parties shall negotiate in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any good faith for a mutually agreed joint press release or make any public statement with respect to this Agreement and shall issue such joint press release within [***] Business Days following the OfferSigning Date. After issuance of such press release, the Merger neither Party shall publish, present or otherwise disclose publicly any material related to events arising under this Agreement without the prior written consent of the other party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding ; provided that notwithstanding the foregoing, (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; (B) either Party shall be permitted to publish such material in accordance with Section 8.3; (C) ImmunoGen shall be permitted to Portions of this Exhibit, indicated by the restrictions set forth 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. publicly announce the occurrence of any milestone event under Section 6.3 and the amount payable to ImmunoGen in connection therewith, and (D) subject to Section 8.3, Jazz may publish, present or otherwise disclose publicly any materials related to events arising under this Agreement without ImmunoGen’s prior written consent provided that Jazz provides ImmunoGen with a draft of the relevant publication, presentation or disclosure for its review and comment at least three (3) Business Days prior to publication and removes any Confidential Information of ImmunoGen as requested by ImmunoGen. Either Party may make subsequent and repeated public disclosure of the contents of any disclosures made or permitted by this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by 8.2.2 without the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each written consent of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyother Party.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on Acquiror agree that the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not and the Transactions will be issued prior in the form attached as Exhibit D and the investor presentation to be utilized by Acquiror with respect to the approval of each Transactions (together with such press release, the “Transaction Announcements”) will be in the form attached as Exhibit D. The Parties further agree that the Acquiror investor presentation to be made in connection with the announcement of the Company Transactions will be in substantially the form included in Exhibit D and Parent. The Company shall (i) file one or more current reports on that both the initial press release and the investor presentation concerning the Transactions will be filed by Acquiror as exhibits to a Form 8-K with filing promptly after the SEC attaching the announcement press release and a copy execution of this Agreement as exhibits Agreement. From the date hereof through the Closing, and (ii) file a pre-commencement communication on Schedule 14D-9 with without limiting the SEC attaching the announcement press release. effect of Section 4.13, neither Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous nor Acquiror will publish any press releases, public disclosures or publish any other public statements made jointly by Parent (including to securities analysts) that contradicts any Transaction Announcement with respect to this Agreement, the Other Transaction Agreements and the CompanyTransactions (or the portion thereof relating to this Agreement, the Other Transaction Agreements and the Transactions) without the prior approval of the other Party, such approval not to be unreasonably withheld, conditioned or delayed, except as such Party determines in good faith may be required by Law in connection with actions taken pursuant to Section 4.10 hereof or by obligations pursuant to any listing agreement with any national securities exchange. Except as Parent determines in good faith to be required by Law, in the event Parent elects to pursue the Exchange Offer, Parent will not publish any press release or publish any other public statement announcing the terms of the Exchange Offer prior to the commencement of the Exchange Offer.

Public Announcements. So long as The initial press release regarding this Agreement is and the transactions contemplated hereby shall be a joint press release mutually agreeable to the Buyer and the Sellers, in effecttheir sole discretion, Parent and Merger Subbetween the date hereof and Closing the Buyer shall not, on without the one handprior approval of the Sellers, and the CompanySellers shall not, on without the otherprior approval of the Buyer (and in the case of disclosure by Management Seller, shall not the Fortress Sellers, and in the case of disclosure by the Fortress Sellers, the Management Seller) issue any report, statement or press release or otherwise make any public statement with respect to the Offer, the Merger or this Agreement without and the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)transactions contemplated hereby, except as may be to the extent required by applicable Law or the rules or regulations of any applicable United States securities (including relevant stock exchange or regulatory or governmental body to which the relevant party is subjectrules), in which case the party required to make such disclosure shall discuss the release contents of the disclosure with, and provide the Fortress Sellers (if disclosure is made by the Management Seller or announcement shall use its commercially the Buyer), the Management Seller (if disclosure is made by the Fortress Sellers or the Buyer) and the Buyer (if disclosure is made by any Seller), with a reasonable efforts to allow each other party reasonable time opportunity to comment on such disclosure before issuing any such report, statement or press release or announcement in advance of otherwise making any such issuancepublic statement. Notwithstanding the foregoing, nothing herein shall prohibit (a) the restrictions set forth in Sellers or the Buyer from making public statements with respect to this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be Agreement that are consistent with prior disclosures made by the Company parties and approved in connection accordance with an Acquisition Proposalthe foregoing, so long as, with respect to any such written statement, the party making such public statement consults the other and provides the other with a Superior Proposal or a Change of Board Recommendation or reasonable opportunity to review and comment on any action taken pursuant theretosuch written statement, in each case, that does not violate Section 5.3 or (yb) Buyer from making any public disclosure to the extent Buyer determines it to be required or advisable in connection with any dispute between capital raising transaction by Buyer (including, without limitation, capital raising transactions in the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued public markets), provided that prior to Closing, Buyer shall provide the approval Sellers with a reasonable opportunity to provide input and commentary with respect to the content of each of the Company such disclosure. Sellers acknowledge that Guarantor intends to prepare and Parent. The Company shall (i) file one or more current reports on a Form 8-K with the SEC United States Securities and Exchange Commission (i) promptly following the date hereof concerning the transactions contemplated by this Agreement and attaching the announcement press release and a copy form of this Agreement as exhibits an exhibit to such filing, and (ii) file promptly following the Closing concerning the consummation of the transactions contemplated by this Agreement (the “Closing Form 8-K”); provided, that, the Guarantor shall provide the Sellers with a prereasonable opportunity to provide input and commentary with respect to the content of such Closing Form 8-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent K and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement any associated press release. Notwithstanding anything to the contrary in this Section 5.66.2, each the Management Seller shall not unreasonably withhold, condition or delay any consent, approval, input or commentary to be given or provided by it under this Section 6.2. For the avoidance of doubt, this Section 6.2 shall not survive the filing of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.Closing Form 8-K.

Public Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release agreed upon by Xxxxx and the Company. So long as this Agreement is in effecteffect and has not been validly terminated pursuant to Article X, Parent and Merger Subneither Buyer, on nor the one hand, and the Company, on the other, Company Parties or any of their Representatives shall not issue any press release or make any other public statement with respect communications relating to the Offer, the Merger or terms of this Agreement or the Transactions or use of the other Party’s name or refer to the other Party directly or indirectly in connection with the Party’s relationship with the other Party in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written consent approval of the other party (Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed), except as may be unless required by applicable Law Applicable Law, or the rules or regulations of any applicable United States listing authority or securities exchange or regulatory or governmental body to which (as advised by such Party’s outside legal counsel), and provided that the relevant party is subject, in which case the party required to make the release or announcement Party shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued provide prior written notice to the approval other Party (to the extent legally permitted) and except as reasonably necessary for such Party to obtain the consents and approvals of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of Third Parties contemplated by this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press releaseAgreement. Notwithstanding anything to the contrary contained herein or in this Section 5.6the Confidentiality Agreement, without prior consent of the other Party, each Party (a) may communicate information that is not confidential information of any other Party and which does not disclose terms of the parties may make public statements in response Transactions that have not previously been publicly disclosed by Buyer to questions by press, financial analysts, investorsinvestors and media representatives in a manner consistent with its past practice in compliance with Applicable Law and (b) may disseminate the information included in a prior press release or other public announcement which was previously approved in writing for external distribution by the other Party. Notwithstanding anything herein to the contrary, business partners following Closing, the Holder Representative shall be permitted to disclose information as required by Applicable Law (and provided that the Holder Representative shall provide prior written notice to Buyer to the extent legally permitted) or to advisors and representatives of the Holder Representative and to the Shareholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto as least as restrictive as those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyherein.

Public Announcements. So long as The Parties agree that the existence of and the material terms of this Agreement is in effectshall be considered Confidential Information of both Parties, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect subject to the Offer, the Merger or special authorized disclosure provisions set forth below in this Agreement without the prior written consent Section 7.4 (in lieu of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions authorized disclosure provisions set forth in this Section 5.6 shall not apply 7.2, to the extent of any public release or public announcement (xconflict) made or proposed to be made by and without limiting the Company generality of the definition of Confidential Information set forth in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby1.9. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and delivery approval, such approval not to be unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat any information as to the existence and terms of this Agreement shall not be issued prior that has already been publicly disclosed by such Party in accordance with the foregoing or by the other Party. Either Party may disclose the terms of this Agreement to the approval such Party’s existing investors, directors and professional advisors and to potential investors, acquirors or merger partners and their professional advisors who are bound by written or professional obligations of each of the Company non-disclosure and Parentnon-use that are at least as stringent as those contained in this Article 7 or are customary for such purpose. The Company shall (i) Parties acknowledge that Inspire may be obligated to file one a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or more current reports report on Form 8-K or with any registration statement filed with the SEC attaching pursuant to the announcement press release Securities Act of 1933, as amended, and that Faes may be obligated to file a copy of this Agreement as exhibits with applicable securities exchanges, and Inspire and Faes shall be entitled to make such filings, provided that the filing Party requests (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each extent legally permitted) confidential treatment of the parties may make public statements terms hereof for which confidential treatment is customarily sought, to the extent such confidential treatment is reasonably available to such Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the other Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment (to the extent legally available in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent the applicable jurisdiction) and shall reasonably consider the Companyother Party’s timely comments thereon.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Neither Party shall not issue any public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit (a) the release or announcement shall use its commercially reasonable efforts proposed disclosure in writing to allow each the other party reasonable time Party [****] practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a [****] opportunity to comment on thereon and (b) the expected time and place the disclosure will be made; provided that if such release required disclosure includes a disclosure of this Agreement or announcement in advance of such issuance. Notwithstanding the foregoingLicense Agreement, the restrictions set forth disclosing Party shall also submit a redacted form of the applicable agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by a country other than the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (yUnited States) in connection with such disclosure. The disclosing Party shall consider [****] any dispute between comments received from the parties other Party with respect to such disclosure. Neither Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement or the transactions contemplated hereby. The press release announcing License Agreement or any amendment hereto or thereto that has already been publicly disclosed by such Party or by the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each 4.5; provided that such information remains accurate as of such time of publication and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as After the Effective Date, the Parties shall jointly issue a press release with respect to this Agreement in the form agreed upon by the Parties, which is in effectattached hereto as Exhibit B, Parent and Merger Sub, on the one handdate agreed to by the Parties, and either Party may make subsequent public disclosures of the Companycontents of such press release without further approval of the other Party. Subject to the foregoing, on the other, neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent of the other party (which such consent shall not to be unreasonably withheld, conditioned conditioned, or delayed), except as may be for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the relevant party is subjectSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [*] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, Allergan and its Affiliates and its and their Sublicensees shall have the restrictions set forth in right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided such disclosure is subject to the provisions of ARTICLE 8 with respect to UroGen’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to (i) repeat any information regarding the terms of this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the other Party accordance with this Section 5.6 shall not apply to 8.6, (ii) provide non-material updates regarding the activities being performed hereunder, or (iii) provide updates regarding the achievement of any public release or public announcement milestone events and any payments owed in connection therewith; provided that (x) made or proposed for disclosures by UroGen described in clause (ii) and (iii) of this sentence, Allergan’s consent shall be required prior to such disclosure (such consent not to be made by the Company in connection with an Acquisition Proposalunreasonably withheld, a Superior Proposal conditioned, or a Change of Board Recommendation or any action taken pursuant theretodelayed), in each case, that does not violate Section 5.3 or and (y) in connection with any dispute between such information is accurate as of the parties time of the disclosure, the frequency and form of such disclosure are reasonable, and the disclosure is otherwise at all times subject to the provisions of this ARTICLE 8. Subject to this ARTICLE 8, upon UroGen’s request, the Parties shall use good faith efforts to agree upon talking points regarding the status of the activities contemplated under this Agreement reasonably acceptable to Allergan that UroGen may disclose in investors meetings, press or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6investor conferences, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference earnings calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyat other similar events.

Public Announcements. So long Except as may be expressly permitted under Section 9.03 or required by applicable Laws and subject to the final three sentences of this Agreement is in effectSection 9.04, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or neither Party will make any public statement with respect to announcement of any information regarding this Agreement or the Offerterms hereof, the Merger Licensed Product in the Field or any Development or Commercialization activities conducted under this Agreement (the “Public Announcement Matters”) without the prior written consent approval of the other party (Party, which consent approval shall not be unreasonably withheldconditioned, conditioned delayed, refused or delayed)withheld unreasonably; provided however, except that neither Party shall be prevented from complying with any duty of disclosure that it may have pursuant to applicable Laws or the rules of any recognized stock exchange so long as may be the Disclosing Party provides the other Party at least five (5) Business Days prior written notice of such disclosure to the extent practicable and only discloses information to the extent required by applicable Law Laws or the rules or regulations of any applicable United States securities exchange recognized stock exchange. Once any statement is approved for disclosure by the Parties or regulatory or governmental body to which information is otherwise made public in accordance with the relevant party is subjectpreceding sentence, in which case either Party may make a subsequent public disclosure of the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance contents of such issuancestatement without further approval of the other Party. Notwithstanding anything herein to the contrary, MYLAN may inform its customers, suppliers and business contacts of the licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or are regarding any Licensed Product in the Field, MYLAN shall refer to the fact that it has licensed the Licensed Product(s) from THERAVANCE, and THERAVANCE shall refer to the fact that it has licensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make public disclosure concerning Public Announcement Matters. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 but subject to Sections 2.07 and 2.08, respectively, THERAVANCE shall not apply be required to obtain the prior written approval of MYLAN for any public release announcement relating to TD-4208 or public announcement (x) made or proposed to be made by the Company Licensed Product in connection with an Acquisition Proposal, or related to use or intended use in China or outside the Field; provided that such announcement would not reasonably be expected to have a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection material adverse impact on the Parties activities with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior respect to the approval of each of Licensed Product in the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyField hereunder.

Public Announcements. So long Each of Adient and Yanfeng will issue an initial press release regarding the Transactions as part of the press release issued in connection with the Master Agreement and other agreements entered into by the Parties and Adient will issue a Current Report on Form 8-K under the Securities Exchange Act of 1934 and Huayu Automotive Systems Co., Ltd. will make an announcement under the applicable listing rules, in each case, describing the Transactions and filing this Agreement is (collectively, the “Initial Disclosures”); and each of Adient and Yanfeng will issue a press release at the Closing in effectconnection with the Transactions contemplated herein as part of the press release in connection with the closing of the transactions under the Master Agreement; provided that Adient and Yanfeng shall have provided each other with a draft of such initial press release and a reasonable opportunity to review and comment on such press release prior to its issuance (it being understood that each of Adient and Yanfeng shall consider and make a good faith effort to reflect the other Party’s comments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, Parent and Merger Sub, on none of the one hand, and the Company, on the other, Parties (nor any of their respective Affiliates) shall not issue any other press release or otherwise make any public statement statements or disclosure with respect to the Offer, the Merger execution or performance of this Agreement or to the Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other party (which consent shall not be unreasonably withheldParties; provided, conditioned or delayed)however, except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectthat, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding notwithstanding anything to the contrary in this Section 5.6Agreement or the Definitive Agreements, each none of the parties Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements statements, disclosures or communications in response to questions by inquiries from the press, analysts, investors, business partners customers or those attending suppliers or via industry conferences or financial analyst or investor conference calls, so long as such statements statements, disclosures or communications are not inconsistent in tone and substance with the Initial Disclosures or other previous press releasespublic statements, public disclosures or public statements communications made jointly by Parent the Parties or to the extent that they have been reviewed and previously approved by all of the CompanyParties.

Public Announcements. So long as At all times at or before the Closing, no party hereto shall issue or make any reports, statements or releases to the public with respect to this Agreement is in effect, Parent and Merger Sub, on or the one hand, and transactions contemplated hereby without the Company, on consent of the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld; provided, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each casehowever, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding acknowledge and agree that upon execution of this Agreement or the transactions contemplated hereby. The Agreement, Seller will issue a press release announcing the execution and delivery of this Agreement shall not be issued that has prior to the written approval of each of the Company Purchaser announcing such execution, and Parent. The Company shall (i) will file one or more current reports on a Form 8-K and a Proxy Statement with the SEC attaching the announcement press release in connection therewith, and if required by applicable Law, at least one of such filings will attach a copy of this Agreement as exhibits and an exhibit thereto (ii) file a pre-commencement communication on Schedule 14D-9 with provided however, that if the attachment of this Agreement is so required, then Seller will use its best efforts to obtain confidential treatment from the SEC attaching the announcement press release. Parent with respect to any proprietary information, trade secrets and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary other appropriate information contained in this Section 5.6Agreement). If either party is unable to obtain the approval of its public report, each statement or release from the other party and such report, statement or release is, in the opinion of legal counsel to such party, required by Law in order to discharge such party’s disclosure obligations, then such party may make or issue the legally required report, statement or release and promptly furnish the other party with a copy thereof. Seller will obtain Purchaser’s prior written approval of any press release to be issued immediately following the execution of this Agreement and the Closing announcing the consummation of the parties may make public statements in response transactions contemplated by this Agreement, which approval shall not be unreasonably withheld. Purchaser will obtain Seller’s prior written approval of any press release to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent be issued immediately following the execution of this Agreement and the CompanyClosing announcing the consummation of the transactions contemplated by this Agreement, which approval shall not be unreasonably withheld.

Public Announcements. So long Except as may be expressly permitted under Section 9.03 or required by applicable Laws and subject to the final three sentences of this Agreement is in effectSection 9.04, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or neither Party will make any public statement with respect to announcement of any information regarding this Agreement or the Offerterms hereof, the Merger Licensed Product in the Field or any Development or Commercialization activities conducted under this Agreement (the "Public Announcement Matters") without the prior written consent approval of the other party (Party, which consent approval shall not be unreasonably withheldconditioned, conditioned delayed, refused or delayed)withheld unreasonably; provided however, except that neither Party shall be prevented from complying with any duty of disclosure that it may have pursuant to applicable Laws or the rules of any recognized stock exchange so long as may be the Disclosing Party provides the other Party at least five (5) Business Days prior written notice of such disclosure to the extent practicable and only discloses information to the extent required by applicable Law Laws or the rules or regulations of any applicable United States securities exchange recognized stock exchange. Once any statement is approved for disclosure by the Parties or regulatory or governmental body to which information is otherwise made public in accordance with the relevant party is subjectpreceding sentence, in which case either Party may make a subsequent public disclosure of the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance contents of such issuancestatement without further approval of the other Party. Notwithstanding anything herein to the contrary, MYLAN may inform its customers, suppliers and business contacts of the licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or are regarding any Licensed Product in the Field, MYLAN shall refer to the fact that it has licensed the Licensed Product(s) from THERAVANCE, and THERAVANCE shall refer to the fact that it has licensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make public disclosure concerning Public Announcement Matters. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 but subject to Sections 2.07 and 2.08, respectively, THERAVANCE shall not apply be required to obtain the prior written approval of MYLAN for any public release announcement relating to TD-4208 or public announcement (x) made or proposed to be made by the Company Licensed Product in connection with an Acquisition Proposal, or related to use or intended use in China or outside the Field; provided that such announcement would not reasonably be expected to have a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection material adverse impact on the Parties activities with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior respect to the approval of each of Licensed Product in the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyField hereunder.

Public Announcements. So long (a) Except as required by Applicable Law, the Exchange Act, Xxxxxxxx Act or any other U.S. securities Applicable Laws or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by this Agreement is in effectAgreement, Parent and Merger Subor by the rules or requirements of any stock exchange on which the securities of a party are listed, on the one handno party shall make, and the Companyor cause to be made, on the otheror permit any of its Affiliates to make, shall not issue any press release or make any public statement disclosure in respect of the Transaction Documents or the transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of the other party, to the extent such public disclosure relates to the transactions contemplated hereby or by any of the other Transaction Documents. The parties agree that neither party shall issue a press releases or a portion thereof with respect to the Offerentry into this Agreement or the grant of the Warrant. Notwithstanding the foregoing, no party shall be required to receive the consent of the other party to any release, announcement or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information, (i) that is in a Form 6-K (which shall not include a press release) filed on the date hereof announcing the execution of this Agreement, the Merger Warrant, and the fourth amendment of the Master Purchase Agreement, (ii) that is consistent with releases, announcements or other communications previously consented to by the other party in accordance with this Agreement Section 3.2, (iii) that is required to be disclosed under GAAP; or (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Press Release or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure shall be subject to the prior written consent of the other party (unless it is required to be in such form under Applicable Law), which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long The Parties have agreed the press release set out as Schedule 11.4, which the Parties will not disclose until August 25, 2016. Other than this Agreement is in effectpress release, Parent and Merger Subneither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the one hand, and the Company, Denali and its Affiliates on the other, shall not issue any public announcement, press release release, or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other’s prior written consent regarding the timing and content, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing entity’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such entity shall submit the release proposed disclosure in writing to Denali (if the entity is Licensor, F-star GmbH, or announcement shall use its commercially F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, Denali, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of ARTICLE 11 with respect to Licensor’s Confidential Information and Section 5.6 11.6 and (b) Denali shall not apply to any public release use the Confidential name of Licensor, F-star GmbH, F-star Ltd or public announcement its or their respective Affiliates (x) made or proposed to be made by the Company in connection with an Acquisition Proposalinsignia, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant theretocontraction, in each case, that does not violate Section 5.3 abbreviation or (yadaptation thereof) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued such disclosure without prior to the approval of each written permission of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyapplicable entity.

Public Announcements. So long as this Agreement is in effect(a) Subject to Section 5.4(b), Parent Section 5.7 and Merger SubSection 5.8, on none of the one hand, and the Company, on the other, Parties or any of their respective Representatives shall not issue any press release releases or make any public statement announcements with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing hereby without the execution and delivery of this Agreement shall not be issued prior written consent of, prior to the approval Closing, the Company and Tailwind or, after the Closing, Tailwind and the Tailwind Sponsor; provided, however, that each Party, the Tailwind Sponsor and their respective Representatives may issue or make, as applicable, any such press release, public announcement or other communication (i) if such press release, public announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is a Tailwind Party or a Representative of each a Tailwind Party, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party is the Company, the Company Stockholder Representative or a Representative of the Company or the Company Stockholder Representative, reasonably consult with Tailwind in connection therewith and Parent. The provide Tailwind with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is the Tailwind Sponsor or a Representative of the Tailwind Sponsor, reasonably consult with Tailwind in connection therewith and provide Tailwind with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is the Company shall Stockholder Representative or a Representative of the Company Stockholder Representative, reasonably consult with Tailwind and the Tailwind Sponsor in connection therewith and provide Tailwind and the Tailwind Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (iz) file one if the disclosing Person is Tailwind or more current reports on Form 8-K a Representative of Tailwind, reasonably consult with the SEC attaching Tailwind Sponsor in connection therewith and provide the Tailwind Sponsor with an opportunity to review and comment on such press release, public announcement press release or communication and a copy of this Agreement as exhibits and consider any such comments in good faith, (ii) file to the extent such press release, public announcements or other communications contain only information previously disclosed in a pre-commencement press release, public announcement or other communication on Schedule 14D-9 previously made in accordance with this Section 5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press releasetransactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.65.4 or otherwise in this Agreement, each the Parties agree that the Tailwind Parties and their respective Representatives may provide general information about the subject matter of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent this Agreement and the Companytransactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Public Announcements. So long as (a) The parties acknowledge that the Company’s initial announcement of the transactions contemplated by this Agreement is in effectAgreement, Parent the Commercial Arrangements and Merger Subthe other Transaction Documents to customers, on the one handsuppliers, investors, employees, and otherwise (the Company“Initial Announcement”) and the timing thereof has been agreed by the parties. Other than the transmission of the Initial Announcement at the time mutually agreed upon by the parties, except as required by Applicable Law or by the rules or requirements of any stock exchange on which the othersecurities of a party are listed, or except as contemplated in the Commercial Arrangements through the Steering Committee or the Program Managers (as such terms are defined in the Commercial Arrangements), no party shall not issue make, or cause to be made, or permit any of its controlled Affiliates to make, any press release or make public announcement or other similar communications in respect of the Transaction Documents, the Commercial Arrangements or the transactions contemplated thereby without prior consultation and prior written consent (not to be unreasonably withheld, conditioned, or delayed) of the other party, to the extent such release, announcement, or communication relates to the transactions contemplated hereby or by any public statement of the other Transaction Documents or Commercial Arrangements. Notwithstanding the foregoing, no party shall be required to receive the consent of the other party to any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication includes information (i) with respect to the Offertransactions contemplated hereby or by any of the other Transaction Documents or the Commercial Arrangements that is consistent with the Initial Announcement, provided that such release, announcement, or communication follows the Merger Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to by the other party in accordance with this Agreement Section 3.2; (iii) that is required to be disclosed under GAAP (in the disclosing party’s reasonable discretion); (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission or other Governmental Entity to be made by Xxxxxx.xxx, Inc. or the Company in connection with the transactions contemplated by the Transaction Documents or Commercial Arrangements (in the disclosing party’s reasonable discretion). Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents, Commercial Arrangements or any transaction contemplated thereby and contains any information inconsistent with the Initial Announcement or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement, such disclosure shall be subject to the prior written consent of the other party (unless it is required to be in such form under Applicable Law), which consent shall not be unreasonably withheld, conditioned conditioned, or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long as Prior to Closing, unless otherwise required by applicable Law or requirement of any securities exchange (including, without limitation, an announcement by Buyer of the execution of a definitive agreement with Seller without reference to the purchase price, which announcement shall be provided ahead of time to Seller for comment) (based upon the reasonable advice of counsel including in house counsel), no Party to this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or announcements regarding this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party Party, and the Parties shall cooperate as to the timing and contents of any such announcement; except that (i) with Seller’s approval, which consent shall may not be unreasonably withheld, conditioned or delayed), except as Buyer shall be entitled to make a press release, or otherwise announce the transaction, upon signing the Agreement, which release shall not include any quote from Seller (without Seller’s consent, which notwithstanding the forgoing, may be withheld in its discretion) or disclose the price (unless required by applicable Law or Law) and the rules or regulations portion of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement related to the transaction shall use be made available to Seller for its commercially review as soon as reasonably practicable prior to such disclosure, and (ii) Seller may disclose this Agreement to any lender holding an Encumbrance on any Purchased Asset subject to this Agreement, to any landlord or landlord’s lender in order to comply with Seller’s obligations under this Agreement and to any tenant, subtenant, dealer or customer in order to comply with Seller’s obligations under this Agreement, and Seller or Buyer may disclose the identity of the other party and terms of this Agreement to their respective employees, vendors (including but not limited the credit card processing companies), financing sources, outside counsel or other outside professionals on a need-to-know basis in connection with operating the Business or pursuing consummation of the transactions contemplated by this Agreement. If a disclosure is required by a fuel supplier agreement, applicable Law or securities exchange, the disclosing party shall (except in the case of a disclosure made as part of a Permit application) make reasonable efforts to allow each afford the other party reasonable time an opportunity to review and comment on such release or announcement in advance the proposed disclosure before the making of such issuancedisclosure. Notwithstanding the foregoingAfter Closing, the restrictions set forth in this Section 5.6 Parties and BofA Securities, Inc. shall not apply be permitted, with the other Parties’ prior written consent, to any make public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties announcements regarding this Agreement or the transactions transaction contemplated hereby, including production of standard deal tombstones. The press release announcing the execution and delivery of this Agreement Any public announcement shall not be issued prior include references to the approval of each material financial information of the Company and Parent. The Company shall (i) file one Parties, the Buyer’s Affiliates, the Seller Entities or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companytransaction.

Public Announcements. So long as The initial press release relating to this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any be a joint press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made mutually agreed and issued by the Company and Parent. Except in connection with an Acquisition Proposal, a Superior Proposal the matters contemplated by ‎‎Section 6.04 or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement, the Merger or the other transactions contemplated hereby, Parent and the Company (a) shall consult with each other before issuing any further press release, having any communication with the press (whether or not for attribution) or making any other public statement (including any announcement to officers or employees of the Company or its Subsidiaries), or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby. The hereby (other than any press release announcing the execution and delivery of release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement shall not be issued prior to or the approval of each of the Company transactions contemplated hereby and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of in which this Agreement as exhibits and (ii) file the transactions contemplated hereby are mentioned only incidentally and in a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent manner consistent with previous press releases, public disclosures or public statements made jointly by Parent the parties (or individually, if approved by the other party)) and (b) except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (provided, in such case, such party has given advance notice (and an opportunity to review and comment to the Companyextent practicable) to the other party), shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, after the issuance of any press release or the making of any public statement with respect to which the foregoing consultation procedures have been followed, either party may issue such additional publications or press releases and make such other customary announcements without consulting with any other party hereto so long as such additional publications, press releases and announcements do not disclose any nonpublic information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in a previous press release or public statement and such additional publications, press releases or announcements are otherwise consistent with those with respect to which the other party had consented (or been consulted) in accordance with the terms of this ‎‎Section 8.03.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, The Parties shall mutually agree on the one hand, and the Company, on the other, shall not issue any press release or to be issued upon execution of this Agreement; such release may include a high-level description of the royalty and milestone payment obligations of this Agreement. Neither Party shall make any subsequent public statement with respect to the Offer, the Merger or announcement concerning this Agreement or the terms hereof not previously made public without the prior written consent approval of the other party (which Party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either Party in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld, conditioned or delayed)delayed by such other Party. Before any such public announcement, the Party wishing to make the announcement shall submit a draft of the proposed announcement to the other Party sufficiently in advance of the scheduled disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure, and shall consider all reasonable comments of the other Party regarding such disclosure. (Provided, that neither Party shall use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or public disclosure relating to this Agreement or its subject matter, except as may be required by applicable Law law or required by the rules or regulations of any an applicable United States US national securities exchange or regulatory or governmental body to which except with the relevant party is subjectprior CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance AS AMENDED. express written permission of such issuance. other Party, such permission not to be unreasonably withheld, conditioned or delayed.) Notwithstanding the foregoingabove, the restrictions set forth once a public disclosure has been made, either Party shall be free to disclose to Third Parties any information contained in this Section 5.6 shall not apply to any said public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposaldisclosure, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a without further pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a review or pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyapproval.

Public Announcements. So long 16.1 Each Party agrees that, except as this Agreement is in effectmay be required by law, Parent and Merger Sub, on the one hand, and the Company, on the other, it shall not issue any press release disclose the substance or make any public statement with respect to the Offer, the Merger or details of this Agreement without the prior written consent of the other Party. In cases in which disclosure is proposed or required by law, the disclosing Party, prior to such disclosure, will notify the non-disclosing Party of the contents of the proposed disclosure and discuss such contents. The non-disclosing Party shall have the right to make reasonable changes to the disclosure to protect its interests. The disclosing Party shall not unreasonably refuse to include such changes in its disclosure if legally proper. 16.2 All publications or public presentations and public announcements made by Licensor and/or Lundbeck and/or its/their Affiliates and/or its/their sublicensees concerning the Licensed Products shall specify that Licensed Products have been licensed to Lundbeck by Licensor. 17. REPRESENTATIONS, WARRANTIES AND DUE DILIGENCE 17.1 Licensor represents and warrants to Lundbeck that: (a) as of the Date of Execution Licensor possesses the exclusive right for the worldwide commercial exploitation of, title and interest in Licensed Patents and to the best of Licensor's knowledge the same are free of any liens, encumbrances, restrictions, licenses and other legal or equitable claims of any kind or nature; (b) Licensor has the right to grant the licenses hereunder to Lundbeck; (c) no license or sublicense of Licensor Technology whatsoever has been granted; (d) as of the Date of Execution there are to the best of Licensor's knowledge no valid third party rights, licenses or patents, other than the license granted to Lundbeck hereunder, which are necessary for Lundbeck's use and enjoyment of the license granted to Lundbeck according to Article 2. 17.2 Notwithstanding Article 17.1 (d), the Parties are aware of the existence of European Patent EP 613 560 B1 and Patent Application WO 98/40071. Lundbeck shall at its sole discretion decide whether or not to enter into license agreements with relevant parties considering this Patent and 14 <PAGE> Patent Application, respectively. If Lundbeck decides to enter into such agreement, any and all costs related to such agreements shall be born by Lundbeck. If Lundbeck decides not to enter into such License Agreements and if relevant parties initiate infringement proceedings, Lundbeck and Licensor shall each pay fifty per cent (50%) of all costs related to such proceedings including compensation to such parties. However, Licensor's contribution to the payment of such costs shall under no circumstances exceed 1/4 of Lundbeck's milestone payments under Article 6.1. Licensor's contribution shall be set off against Lundbeck's milestone payments under Article 6.1. If Licensor's contribution exceeds 1/4 of any milestone payment under Article 6.1, payment of the part of the contribution exceeding 1/4 of the milestone payment shall be postponed until a set off against the next milestone payment may be effected. If Lundbeck decides not to enter into the aforementioned License Agreements and if the aforementioned relevant parties initiate infringement proceedings, the parties shall, furthermore, share equally any and all costs related to subsequent license agreements with such parties, including but not limited to milestone payments and Royalties. However, Licensor's contribution to the payment of such costs shall under no circumstances exceed 1/4 of Lundbeck's milestone payments under Article 6.1. 17.3 Lundbeck represents and warrants to Licensor that: (a) Lundbeck is acknowledged by the authorities in parts of the Territory as an approved manufacturer and marketer of drugs, and is as such under the inspection of the competent authorities in such countries; and (b) Lundbeck has the right and power to enter into and perform its obligations under this Agreement. 17.4 The Parties hereto agree that here shall be no claims for indemnification and/or warranty against Licensor out of this Agreement except those claims identified in this Agreement. 17.5 Lundbeck shall be entitled within two (2) months from the Date of Execution to commence due diligence investigations concerning: (a) any and all Information, Know-How and Licensed Patents; (b) all material agreements relating to the Licensed Products, Information, Know-How and Licensed Patents between Licensor and third parties, including but not limited to agreements between Licensor and/or Mr P. Gerolymatos and Mr Mikis Xilinas. Such due diligence investigations shall be completed no later than within three (3) months after the commencement of the investigations. Licensor shall make the necessary personnel and facilities available to Lundbeck on receipt of a twenty-four (24) hour written notice. Each Party shall bear its own costs in connection with such due diligence investigations. Notwithstanding the provisions of Article 13, Lundbeck shall be entitled to terminate this Agreement with immediate effect if Lundbeck's due diligence investigations, in the opinion of Lundbeck, indicate that the commercial potential of the Licensed Product is unsatisfactory. 18. FORCE MAJEURE 18.1 Neither Party shall be liable to the other for any delay or failure in performing any of its obligations hereunder or for any loss or liability which consent the other incurs as a result thereof provided: (a) the delay or failure is caused by circumstances beyond its reasonable control; and 15 <PAGE> (b) the non-performing Party gives prompt written notice of the reason for the delay or failure; and (c) the non-performing Party uses its best reasonable efforts to overcome the cause of such delay or failure and notifies the other Party in writing of the nature of these efforts; and in such case (but not otherwise) the non-performing Party shall be entitled to a reasonable extension of time for the performance of its obligations. 19. ASSIGNABILITY 19.1 Licensor shall not be unreasonably withheldallowed to assign, conditioned or delayedtransfer and/or subcontract its obligations under this Agreement, unless specifically agreed upon in writing by Lundbeck in advance, but shall be allowed to assign its rights to one (1), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long as No public announcement or statements (including presentations to investor meetings and customer updates) concerning the existence of or terms of this Agreement is or incorporating the marks of the other Party or their respective Affiliates shall be made, either directly or indirectly, by either Party or a Party’s Affiliates, without first obtaining the written approval of the other Party and agreement upon the nature, text and timing of such announcement or disclosure. The Parties agree that the Parties have the right to issue a joint communication / press release within sixty (60) days following the Effective Date of this Agreement, in effect, Parent and Merger Sub, on a form to be agreed upon by the one hand, and the Company, on the other, shall not Parties. Neither Party may issue any other public announcement or press release relating to this agreement without the written approval of the other Party, which shall include the written approval of the content of such press release or public announcement. For clarity, the Parties agree that after a press release pursuant to this Section 8.2 hereof, the Parties may make subsequent public disclosures, disclosing the same content without having to again follow the procedures set forth herein; provided such information remains accurate as of such time. For clarity, the approval to issue a public announcement in addition to the initial press release referred to in the first sentence of this Section 8.2 does not imply any approval of the content of any subsequent public statement announcements. Each Party agrees that it shall cooperate fully with the other with respect to the Offer, the Merger or all disclosures regarding this Agreement to the Securities Exchange Commission and any other Governmental Authorities, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Once any written statement is approved for disclosure by the Parties or information is otherwise made public in accordance with this Section 8.2, either Party may make a subsequent public disclosure of the same contents of such statement in the same context as such statement without further approval of the other Party. Notwithstanding anything to the contrary contained herein, in no event shall either Party disclose any financial information of the other without the prior written consent of the such other party (which consent shall not be unreasonably withheldParty, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on unless such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made financial information already has been publicly disclosed by the Company in connection with an Acquisition Proposal, a Superior Proposal Party owning the financial information or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each otherwise has been made part of the Company and Parent. The Company shall (i) file one or more current reports on Form public domain by no breach of a Party of its obligations under this ARTICLE 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.

Public Announcements. So long as this Agreement is in effectDuring the Pre-Closing Period, Parent and Merger Sub, on the one hand, and the Company, on the other, ULHL shall not (and ULHL shall not permit any of its Representatives or any ULHL Subsidiaries to) issue any press release or make any public statement with respect to the Offer, the Merger or regarding this Agreement or any of the transactions contemplated by this Agreement without the Buyer’s prior written consent (which shall not be unreasonably withheld); provided, that without the prior written consent of the other party Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law ULHL shall not at any time disclose to any Person the fact that this Agreement has been entered into or any of the terms of this Agreement other than to the ULHL Subsidiaries or Representatives of ULHL or the rules ULHL Subsidiaries, such parties’ advisors who each of the ULHL Subsidiaries or regulations ULHL, as applicable, reasonably determines needs to know such information for the purpose of any applicable United States securities exchange advising each of the ULHL Subsidiaries or regulatory or governmental body ULHL with respect to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions matters set forth herein, it being understood that such advisor will be informed of the confidential nature of this Agreement and the terms of this Agreement and will be directed to treat such information as confidential in accordance with the terms of this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by Agreement. During the Company in connection with an Acquisition ProposalPre-Closing Period, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties press release or other public statement or disclosure regarding this Agreement or any of the transactions contemplated hereby. The press release announcing the execution and delivery of by this Agreement shall not to be issued prior by the Buyer, the Buyer shall consult in good faith with ULHL with respect to the approval form and substance of such release or other statement or disclosure and shall consider reasonable changes requested by each of the Company and Parent. The Company shall (i) file one ULHL Subsidiaries or more current reports on Form 8-K with the SEC attaching the announcement press ULHL prior to release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners statement or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companydisclosure.

Public Announcements. So long The Parties have agreed upon the content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.5 (Press Release), the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Agreement. Neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release or announcement shall use its commercially proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [†] prior to the anticipated date of disclosure) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement in advance of such issuancethereon. Notwithstanding the foregoing, AbbVie, its Sublicensees and its and their respective Affiliates shall have the restrictions set forth in this right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compound and Licensed Products; provided that (a) such disclosure is subject to the provisions of ARTICLE 9 (Confidentiality and Non-Disclosure) and Section 5.6 9.7 (Return of Confidential Information) with respect to Licensor’s Confidential Information and (b) AbbVie shall not apply to any public release use the name of Licensor (or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposalinsignia, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant theretocontraction, in each case, that does not violate Section 5.3 abbreviation or (yadaptation thereof) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued without Licensor’s prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companywritten permission.

Public Announcements. So long as The Company shall ensure that, during the Pre-Closing Period: (a) the Company and its Representatives keep strictly confidential the existence and terms of this Agreement is in effect, Parent Agreement; and Merger Sub, on (b) none of the one hand, and the Company, on the other, shall not issue Company or its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any of the Company’s suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the transactions contemplated by this Agreement, except, in each case, (i) to the extent that the Company is required by Law to make any public statement such disclosure regarding the transactions contemplated by this Agreement, (ii) that the Company and its Subsidiaries may disclose the terms of this Agreement to any Holders, (iii) to the extent that the Company is required to obtain any consents or provide any notices in connection with the transactions contemplated by this Agreement in accordance with Section 6.6, (iv) to the extent otherwise expressly contemplated by this Agreement or (v) to the extent otherwise publicly disclosed or permitted by the Purchaser. The Purchaser and the Company shall cooperate with one another with respect to any disclosure of the Offerterms of this Agreement to employees of the Company or its Subsidiaries. Subject to applicable Law, the Merger Parties agree that (i) neither the Purchaser nor the Company or any of its Subsidiaries shall issue the initial press release or other public announcement of or related to this Agreement or the transactions contemplated hereby without the prior written consent of the other party (Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or and (ii) without the rules or regulations written consent of any applicable United States securities exchange or regulatory or governmental body to the Stockholder Representative, which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to be unreasonably withheld, conditioned or delayed, neither the Purchaser nor the Company shall issue any public subsequent press release or public announcement of or related to this Agreement or the transactions contemplated hereby the substance of which (x) made or proposed as it relates to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The ) differs materially from the substance of such initial press release announcing or public announcement. If any public announcement is required by applicable Law to be made by any Party, prior to making such announcement, such Party shall deliver a draft of such announcement to the execution other Parties, shall give the other Parties reasonable opportunity to comment thereon, and delivery shall consider such comments in good faith. For the avoidance of doubt, the restrictions contained in this Section 6.7 shall apply solely to press releases or other public announcements of or related to this Agreement or the transactions contemplated hereby, and nothing in this Section 6.7 shall not be issued prior limit any right of the Purchaser or the Company, from and after the Closing, to make any statements or announcements regarding the approval operations or performance of each the businesses of the Company or its Subsidiaries or communicate with Customers and Parent. The Company shall (i) file one or more current reports on Form 8-K with Vendors in the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the CompanyOrdinary Course.

Public Announcements. So long The Parties have agreed upon the content of a joint press release which shall be issued substantially in the form attached hereto as Schedule 9.4 , the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Except pursuant to the procedures set forth below, neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement is in effector its subject matter without the other Party’s prior written consent, Parent and Merger Subexcept for (i) any such disclosure that is, based on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or this Agreement without the prior written consent advice of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectan application for listing has been submitted), in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on (ii) any such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, disclosure that does not violate Section 5.3 mention the other Party or that portion of the Territory that is allocated to the other Party. In the event that a Party is, based on the advice of the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (yor to which an application for listing has been submitted) to make such a public disclosure, or such disclosure does not mention the other Party or that portion of the Territory that is allocated to the other party, such Party shall submit the proposed disclosure in connection with writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to seek the permission of the other Party to repeat any dispute between information regarding the parties regarding terms of this Agreement or any amendment thereto that has already been publicly disclosed by such Party, or by the transactions contemplated herebyother Party, in accordance with this Section 9.4, provided such information remains accurate as of such time and provided the frequency and forms of such disclosure are reasonable. The press release announcing the execution Specific terms in this Exhibit have been redacted because such terms are both not material and delivery of this Agreement shall not be issued prior to the approval of each are of the type that the Company and Parenttreats as private or confidential. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary These redacted terms have been marked in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent Exhibit with previous press releases, public disclosures or public statements made jointly by Parent and the Companythree asterisks [***].

Public Announcements. So long as Without limiting any other provision of this Agreement is in effectAgreement, Parent Buyer and Merger Sub, on the one handSeller Parties will consult with each other before issuing, and provide each other the Companyopportunity to review and comment upon, on the other, shall not issue any press release or make any public statement with respect to the Offer, the Merger or terms of this Agreement without the and will not issue any such press release or make any such public statement prior written to such consultation and consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press releaseParty. Notwithstanding anything to the contrary in this Section 5.6Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is required by Law or the rules and regulations of any applicable securities exchange; provided, that (i) notice of such requirement is promptly delivered to the other Party in order to provide an opportunity to seek a protective order or other similar order with respect to such information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). No Party shall use the trademark, trade name or logo of the other Party in any publicity, news release or public disclosure relating to this Agreement or its subject matter without the prior express written permission of the other Party. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party and may utilize the parties may make public statements other Party’s name and logo in response to questions by pressconjunction with such disclosure. Tarpon – Asset Purchase Agreement Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, analystsMARKED BY [***], investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 30

Public Announcements. So long The Parties have agreed upon the content of one (1) or more press releases which shall be issued substantially in the form(s) attached hereto as Schedule 10.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Agreement. Neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offerdisclosure regarding this Agreement, the Merger its terms, or this Agreement its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the party proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [**] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Neither Party shall be required to make seek the release or announcement shall use its commercially reasonable efforts permission of the other Party to allow each other party reasonable time to comment on such release or announcement in advance repeat any information regarding the terms of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.610.4, each provided that such information remains accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as Notwithstanding anything to the contrary contained in this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with respect (but subject to the Offer, the Merger or last sentence of this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayedSection 5.5), except as may be required by to comply with the requirements of any applicable Law or the rules or and regulations of any applicable United States securities stock exchange or regulatory or governmental body to upon which the relevant party securities of one of the Parties (or a parent entity or other Affiliate thereof) is subjectlisted, in which case the party required to make the no press release or similar public announcement or communication shall use its commercially be made by any of the Parties or caused to be made relating to this Agreement or the Transaction unless specifically approved in advance by Buyer; provided, that prior to the Closing, with respect to any press release or similar public announcement by Buyer, Buyer shall provide the Seller Representative with a reasonable efforts opportunity to allow each other party reasonable time to review and comment on such press release or similar public announcement and Buyer shall consider any such comments from the Seller Representative in advance good faith. It is acknowledged and agreed that the Buyer and the Sellers have agreed the form of a press release in respect of the announcement of the execution of this Agreement. Neither the Buyer nor any of the Sellers shall make any changes to such issuanceagreed form press release without the consent (a) in the case of the Buyer, Seller 1 and the Seller Representative and (b) in the case of the Sellers, the Company or TopCo, the Buyer (in each case not to be unreasonably withheld or delayed). Notwithstanding the foregoing, Buyer will have the restrictions set forth in this Section 5.6 right to approve (such approval not to be unreasonably withheld or delayed) any communication by which any customers or suppliers of any Acquired Company will be informed of the Transaction, and the Sellers and/or the Seller Representative shall not apply make any such communications unless specifically approved in advance by Buyer. Notwithstanding any of the foregoing, Seller 1 shall be entitled to disclose the Transaction and the contents of this Agreement to (i) its Affiliates, (ii) any public release or public announcement funds managed and/or advised by its Affiliates and (xiii) made or proposed subject to the consent of the Buyer (not to be made by unreasonably withheld or delayed and save where such disclosure is required in order to comply with a legally binding obligation) to the Company investors and limited partners in connection with an Acquisition Proposal, a Superior Proposal or a Change any of Board Recommendation or any action taken pursuant theretothe funds referred to in (iii) above, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports case on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyconfidential basis.

Public Announcements. So long as The Purchaser and the Company shall reasonably cooperate in order to prepare and publish a joint press release concerning the transactions contemplated hereby upon or promptly following the execution and delivery of this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press Closing. No other public release or make public announcement concerning the transactions contemplated hereby shall be issued by any public statement with respect to the Offer, the Merger Party or this Agreement such Party’s Affiliates or Representatives without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed)Parties, except as follows: (a) the Purchaser and the Company may be make such disclosure to their respective employees, customers and suppliers as they reasonably deem necessary or desirable; (b) Purchaser may make such disclosure in any documents utilized in connection with its financing for the transactions contemplated hereby, but only after the recipients of such documents have been informed of the confidential nature of the transactions contemplated hereby and such recipients have agreed to maintain the confidentiality of the transactions contemplated hereby; (c) any release or announcement required by applicable Law or (including stock exchange rules and regulations), provided the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party Party required to make the release or announcement shall use its commercially reasonable efforts announcement, to allow each the extent practicable, allows the other party Party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding ; (d) with respect to any Member that is a venture capital or private equity fund, following the foregoingClosing Date, such Member may issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the ordinary course of its business consistent with past practice; (e) the Purchaser may, following the Closing Date, issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the ordinary course of its business consistent with past practice; (f) the Parties may disseminate information included in a press release or other document approved for external distribution by the Parties; and (g) after the Closing and the public announcement of the transaction, the restrictions set forth in this Section 5.6 shall not apply Member Representative may publicly announce that it has been engaged to any public release or public announcement (x) made or proposed to be made by serve as the Company Member Representative in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that the transaction as long as such announcement does not violate Section 5.3 or (y) in connection with disclose any dispute between of the parties regarding this Agreement or other terms of the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyherein.

Public Announcements. So long The Parties have agreed upon the content of one (1) or more press releases which shall be issued substantially in the form(s) attached hereto as Schedule 4, the release of which the Parties shall co-ordinate in order to accomplish such release promptly upon execution of this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Agreement. Neither Party shall not issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned, except for any such disclosure that, based on the advice of the disclosing Party’s outside counsel, is required by Applicable Law or the rules of a securities exchange on which the securities of the disclosing Party or any of its Affiliates are listed (or to which an application for listing has been submitted). In the event a Party is, based on the advice of its outside counsel, required by Applicable Law or the rules of a securities exchange on which its or any of its Affiliates’ securities are listed (or to which an application for listing has been submitted) to make any such a public statement disclosure, such Party shall (i) submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event, unless inconsistent with Applicable Law, less than [**] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon and (ii) except with respect to financial disclosures, (A) consult and coordinate with the other Party with respect to the Offer, the Merger or preparation and submission of a confidential treatment request for this Agreement without and (B) in good faith consider incorporating such comments. Subject to the prior written consent foregoing, such Party will have the right to make such disclosure at the time and in the manner reasonably determined by its counsel to be required by Applicable Laws or such securities exchange. Neither Party shall be required to seek the permission of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or Party to repeat any information regarding the rules or regulations terms of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or any amendment hereto that has already been publicly disclosed by such Party in accordance with this Clause 7.4 (Public Announcements) or by the transactions contemplated hereby. The press release announcing other Party; provided that such information remains accurate as of such time and provided the execution frequency and delivery form of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, shall not issue any press release or make The Parties agree that prior to making any public announcement or statement with respect to this Agreement or the Offertransaction represented herein permitted under this Section 16.6, the Merger Party desiring to make such public announcement or this Agreement without statement shall provide the prior written consent other Parties with a copy of the proposed announcement or statement prior to the intended release date of such announcement. The other party (which consent Parties shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or thereafter consult with the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required Party desiring to make the release or announcement release, and the Parties shall use its commercially exercise their reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance (i) agree upon the text of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or a joint public announcement (x) made or proposed statement to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 all Parties or (yii) in connection the case of a statement to be made solely by one Party, obtain approval of the other Parties to the text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of any other Party to disclose information with any dispute between the parties regarding respect to this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior transaction represented herein to any Governmental Authority to the approval of each extent required by Applicable Law or necessary to comply with disclosure requirements of the Company Securities and ParentExchange Commission, the New York Stock Exchange or any other regulated stock exchange. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press releaseSPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]

Public Announcements. So long as this Agreement is in effect[****] following the Effective Date, Parent and Merger Sub, on the one hand, and the Company, on the other, Parties will coordinate [****] to issue [****] mutually agreed press releases. Neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, in the opinion of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit (a) the release or announcement shall use its commercially reasonable efforts proposed disclosure in writing to allow each the other party reasonable time Party [****] practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a [****] opportunity to comment on thereon, (b) the reason such release or announcement disclosure is, in advance the opinion of such issuanceParty’s counsel, required by Applicable Law and (c) the expected time and place the disclosure will be made; provided that if such required disclosure includes a disclosure of this Agreement, the disclosing Party shall also submit a redacted form of this Agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the U.S.) in connection with such disclosure. The disclosing Party shall consider [****] any comments received from the other Party with respect to such disclosure. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the restrictions set forth in right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compounds and Licensed Products; provided that such disclosure is subject to the other provisions of this Section 5.6 Article 8 with respect to Licensor’s Confidential Information. Neither Party shall not apply be required to seek the permission of the other Party to repeat any public release or public announcement (x) made or proposed to be made by information regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change terms of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.68.6, each provided that such information remains accurate as of such time of publication and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as this Agreement is in effectDuring the Term, Parent and Merger Sub, on each party (the one hand, and the Company, on the other, “Publishing Party”) shall not issue any press release or make any public statement with respect submit to the Offer, the Merger or this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheldthe “Non-Publishing Party”) for review and approval all proposed press releases, conditioned or delayed)public filings with the SEC, except as may be required by applicable Law academic, scientific and medical publications and public presentations relating to the Co-Promotion Collaboration Product or the rules or regulations terms of any applicable United States securities exchange or regulatory or governmental body to which this Agreement. Such review and approval shall be conducted for the relevant party is subject, in which case purposes of preserving intellectual property protection and the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance confidentiality of such issuance. Notwithstanding the foregoing, the restrictions set forth trade secrets and business terms contained in this Section 5.6 shall not apply Agreement and determining whether any portion of the proposed publication or presentation containing the Confidential Information of the Non-Publishing Party should be modified or deleted, and (in the case of a disclosure that Onyx wishes to any public release or public announcement make) to determine whether such disclosure is in the best interests of the parties in connection with the promotion of the Co-Promotion Collaboration Product (x) made or proposed such determination to be made by in Bayer’s reasonable discretion). Written copies of such proposed publications and presentations (other than press releases or SEC filings) shall be submitted to the Company in connection with an Acquisition ProposalNon-Publishing Party no later than [ * ] days before submission for publication or presentation. Subject to Applicable Laws, a Superior Proposal written copies of proposed press releases and SEC filings containing information regarding the Co-Promotion Collaboration Product or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement shall be submitted to the Non-Publishing Party no later than [ * ] before release or filing. In the event that either party is required to file a Form 8-K describing this Agreement and the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each , written copies of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K shall be submitted to the Non-Publishing Party no later than [ * ] before filing, together with a form of the SEC attaching the announcement press release Agreement intended to be filed and a copy of this Agreement the confidential treatment request to be submitted with such filing. The Publishing Party shall seek confidential treatment of Confidential Information which may be contained in the Agreement, as exhibits shall be mutually determined between the parties, and shall use its best efforts to obtain confidential treatment thereof. The Publishing Party shall promptly notify the Non-Publishing Party of any determination made by the SEC with respect to such confidential treatment request. The Non-Publishing Party shall provide its comments, if any, and (iiif it so chooses) file its approval within (a) [ * ], in the case of a prepress release or SEC filings, and (b) [ * ] of its receipt of any other written copy. With respect to matters other than press releases or SEC filings, the review period may be extended for an additional [ * ] days in the event the Non-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press releasePublishing Party can demonstrate reasonable need for such extension. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each This period may be further extended by mutual written agreement of the parties. Onyx and Bayer will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyany publications.

Public Announcements. So long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company, on the other, Neither Party shall not issue any press release or make any public statement with respect announcement or otherwise publicly disseminate information relating to the Offer, the Merger or subject matter of this Agreement before or after the Closing without the prior written consent of the other party Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, except as that (i) either Party may be make any public disclosure it believes in good faith is required by applicable Law or the rules any listing or regulations of any applicable United States trading agreement or other securities exchange or regulatory or governmental body to which requirement concerning its publicly traded securities, including in the relevant party is subject, in which case of the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company Buyer in connection with an Acquisition Proposala Financing, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit G or any other disclosures of the type contained, or similar to the disclosures, in such press releases. In the event a preParty has approved or been consulted with respect to any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-commencement communication on Schedule 14D-9 disclosing Party has approved or been consulted with respect to, as applicable. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Buyer’s release from its confidentiality obligations under Section 11(a) and the Confidentiality Agreement after the Closing, the Buyer and any of its Affiliates may, without the prior written consent of the Seller or any of its Affiliates, but after consultation with the SEC attaching Seller at least 24 hours in advance (if before the announcement press release. Parent Closing and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything including any consultation prior to the contrary in date hereof), disclose the terms and provisions of this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent Agreement and any information regarding this Agreement and the Companytransactions contemplated hereby (including the Business Assets, the Combined Financial Statements, if applicable, and the Supplemental Combined Financial Statements and any related financial information and such other information deemed necessary by the Buyer or its Affiliates) in or in connection with (i) offering materials for a Financing, and/or (ii) one or more customary investor presentations or related conference calls by the Buyer and its Affiliates with investors or analysts.

Public Announcements. So long The Parties have agreed upon the content of a joint press release, which shall be issued substantially in the form(s) attached hereto as this Agreement is Schedule 10.5, the release of which the Parties shall coordinate in effect, Parent and Merger Sub, on order to accomplish such release promptly following the one hand, and the Company, on the other, Effective Date. Neither Party shall not issue any other public announcement, press release or make any other public statement with respect to the Offer, the Merger or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent consent, except for any such disclosure that is, consistent with the advice of the other party (which consent shall not be unreasonably withhelddisclosing Party’s counsel, conditioned or delayed), except as may be required by applicable Applicable Law or the rules of a stock exchange on which the securities of the disclosing Party are listed (or regulations of any applicable United States securities exchange or regulatory or governmental body to which an application for listing has been submitted). In the relevant party is subjectevent a Party is, in consistent with the advice of its counsel, required by Applicable Law or the rules of a stock exchange on which case the party required its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the release proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [**] prior to the anticipated date of disclosure unless a shorter timeframe is required by Applicable Law or announcement shall use its commercially the circumstances) so as to provide a reasonable efforts to allow each other party reasonable time opportunity to comment on thereon; provided that if such release required disclosure includes a disclosure of this Agreement, then the disclosing Party shall also submit a redacted form of this Agreement to the other Party and shall submit a confidential treatment request (or announcement equivalent protection in advance of a country other than the U.S.) in connection with such issuancedisclosure. The disclosing Party shall incorporate any reasonable comments received from the other Party with respect to such disclosure. Notwithstanding the foregoing, from and after the restrictions set forth in Continuation Date, Gilead and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the IL-12 Molecules and IL-12 Products; provided that such disclosure is subject to the other provisions of this Section 5.6 Article 10 with respect to Xxxxx’s Confidential Information. Neither Party shall not apply be required to seek the permission of the other Party to repeat any public release or public announcement (x) made or proposed to be made by information regarding the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change terms of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or any amendment hereto that has already been publicly disclosed by such Party or by the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K other Party, in accordance with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.610.5, each provided that such information remains current and accurate as of such time and provided the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as frequency and form of such statements disclosure are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyreasonable.

Public Announcements. So long as Prior to the Closing, no public announcement regarding this Agreement or the pendency of the transaction contemplated hereby shall be made by Seller, Buyer or any of their respective Affiliates. Notwithstanding the forgoing, Buyer acknowledges and agrees that Seller is in effectpermitted to disclose the existence of this Agreement, Parent and Merger Sub, on the one hand, pendency of the transactions contemplated hereby and the Companyfinancial terms of the transactions contemplated hereby in tronc, on Inc.’s Form 10-K for the otheryear ended December 31, 2017, provided however, such disclosure shall not issue any press release or include the disclosure of Buyer’s identity. Following the Closing, Buyer will be entitled to make any a public statement announcement of the completion of the transactions contemplated hereby including, if Buyer chooses to do so, the financial terms of the transactions contemplated hereby and Buyer may freely disclose information with respect to the Offernature and future prospects of the Business at such time(s) and in such manner, as Buyer or its Affiliates shall determine in their sole and absolute discretion; provided, however, that Buyer shall not disclose the Merger or this Agreement historical operations of the Business without the prior written consent of the other party Seller (which consent shall not be unreasonably withheld). Following the Closing, conditioned Buyer acknowledges that tronc, Inc. will disclose the completion of the transactions contemplated hereby on a Form 8-K which will be filed with the SEC and include a copy of this Agreement as an exhibit thereto and contain certain pro forma or delayed), except other financial information (including applicable pro forma adjustments) related to the Business (as may be required by applicable Law or the SEC rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectand regulations); provided, in which case the party required to make the release or announcement shall use its commercially however, that Seller will afford Buyer a reasonable efforts to allow each other party reasonable time opportunity to comment on such release or announcement Form 8-K in advance of its actual filing with the SEC provided that the final form and content of such issuanceForm 8-K shall be as finally determined by Seller and tronc, Inc. (in their sole and absolute discretion). Notwithstanding Following the foregoingClosing, the restrictions set forth in this Section 5.6 shall not apply to any public release or except as provided above, Seller will make no other public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties disclosure regarding this Agreement or the transactions contemplated hereby. The press release announcing hereby except as (a) required to do so by applicable Law and the execution rules and delivery regulations of this Agreement shall not be issued prior NASDAQ stock market, (b) in connection with customary investor and analyst calls where questions or 33 inquiries concerning the transactions contemplated hereby are raised by such investors or analysts, (c) with respect to the approval of each of the Company and Parent. The Company shall (i) file one internal announcements to Seller’s or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits Seller’s Affiliate’s employees, and (iid) file a pre-commencement communication on Schedule 14D-9 with respect to disclosures made by Seller and Seller’s Affiliates to potential sources of financing (including the SEC attaching the announcement press releasecurrent lenders of Seller and Seller’s Affiliates) and applicable credit rating agencies. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.5.7

Public Announcements. So long as this Agreement is in effectOn the Execution Date, Parent the Parties may issue one or more press releases, the timing and Merger Sub, on the one hand, and the Company, on the other, content of which shall not issue any press release be mutually agreed. Any announcements or make any public statement similar publicity with respect to the Offerexecution of this Agreement shall be agreed upon between the Parties in advance of such announcement. The Parties understand that this Agreement is likely to be of significant interest to investors, analysts and others, and that the Parties therefore may make such public announcements with respect thereto, subject to the remainder of this Section 13.8. The Parties agree that any such announcement will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by law or regulation, the Merger Parties will use commercially reasonable efforts to minimize such disclosure and obtain confidential treatment for any such information which is disclosed to a governmental agency or group; provided that Ligand shall have the right to disclose the financial terms contained in this Agreement, including the milestones and royalty rates, without the agreement in advance of GSK. Each Party agrees to provide to the other Party a copy of any public announcement as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any press release at least five (5) days prior to the scheduled disclosure. Each Party shall have the right to expeditiously review and recommend changes to any announcement regarding this Agreement or the subject matter of this Agreement. Except as otherwise required by law, the Party whose press release has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any such 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. Furthermore, each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought. Neither Party hereto shall use the name, trademarks, logos, physical likeness, employee names or owner symbol of the other Party for any promotional, advertising, marketing or commercial activities without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuanceParty. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public release or public announcement (x) made or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company.EXECUTION VERSION

Public Announcements. So long as this Agreement is in effectNeither Buyer nor Seller shall make, Parent and Merger Subor permit any of their respective Affiliates or representatives to make, on the one hand, and the Company, on the other, shall not issue any press release or make any public statement with announcement in respect to the Offerof this Agreement, the Merger Ancillary Agreements or this Agreement the transactions contemplated hereby or thereby without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required (a) to obtain consents and approvals, and to provide such notices and make such filings, necessary, proper or reasonably advisable to consummate the transactions contemplated by this Agreement, (b) by Law, rule or regulation applicable Law to Buyer or Seller or any of their respective Affiliates, including reporting required of Buyer or Seller under the rules Exchange Act (and only to the extent so required) or regulations (c) in the case of any applicable United States securities exchange Buyer or regulatory or governmental body Seller, pursuant to which internal announcements to employees; provided, that the relevant announcing party is subject, in which case shall inform the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time prior to comment on any such release or announcement and consider in advance of good faith any comments from such issuanceother party prior to making any such announcement, and any such disclosure is generally consistent with the parties’ prior public disclosures regarding the transactions contemplated hereby. Notwithstanding It is understood that the foregoing, the restrictions set forth in this Section 5.6 foregoing shall not apply to any public release restrict Seller and its Affiliates from making disclosure (i) as Seller or public announcement its Affiliates deem appropriate in its reasonable judgment (xA) made or proposed to be made by the Company in connection with an Acquisition Proposalany issuance, a Superior Proposal incurrence or refinancing of any Indebtedness (including in any relevant offering documents or information memoranda), (B) in connection with any repayment or repurchase offer to the holders of indebtedness for borrowed money under the Credit Facilities or any other indebtedness for borrowed money of Seller or its Affiliates pursuant to the terms thereof or (C) pursuant to its reporting obligations under the Credit Facilities or the terms of any other Indebtedness of Seller or its Affiliates or (ii) to potential acquirers of all or a Change of Board Recommendation material part of, or any action taken pursuant theretoinvestors in, Seller’s business (other than the Business), in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as the recipients of such statements information are not inconsistent bound by customary confidentiality obligations with previous press releases, public disclosures or public statements made jointly by Parent and the Companyrespect to such information.

Public Announcements. So long as this Agreement is in effectNone of Seller or its Controlled Affiliates, Parent and Merger Sub, on either Purchaser or its Controlled Affiliates or any representative of any such party shall issue or cause the one hand, and the Company, on the other, shall not issue publication of any press release or make any public statement with announcement in respect to the Offer, the Merger or of this Agreement or the Transactions without the prior written consent of the each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as may be required by applicable Law Legal Requirement or the stock exchange rules or regulations as Seller or any Affiliate of any Amber Purchaser that is a publicly traded company deems necessary or advisable to comply with its SEC, Euronext or other applicable United States securities exchange or regulatory or governmental body to which the relevant party is subjectfiling requirements, in which case the party required seeking to make the publish such press release or public announcement shall use its commercially reasonable efforts to allow each provide the other party a reasonable time opportunity to comment on such press release or public announcement in advance of such issuancepublication; provided that the foregoing will not restrict or prohibit Seller and the Acquired Companies from making any announcement to their employees, customers and other business relations to the extent Seller or any Acquired Company reasonably determines in good faith that such announcement is necessary or advisable, or (b) to the extent the contents of such release or announcement have previously been released publicly by a party or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 12.19. The parties agree that the initial press release to be issued with respect to the execution of this Agreement shall be in the form agreed to by Seller and each Purchaser. Notwithstanding the foregoing, the restrictions set forth in neither this Section 5.6 12.19 nor Section 6.8 shall not apply restrict (i) any Purchaser or its Affiliates that are investment or private equity firms or Affiliates of investment or private equity firms from disclosing the Closing of the Transactions and key financial information relating thereto on a confidential basis to existing and prospective investors of, and/or other financing sources to, Purchaser or its Affiliates or (ii) Purchaser or any of its Affiliates with respect to any public release communications with their limited partners or public announcement (x) made other equityholders or proposed to be made by the Company in connection with an Acquisition Proposal, a Superior Proposal prospective investors or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that does not violate Section 5.3 or (y) in connection with any dispute between the parties regarding this Agreement or disclosing information about the transactions contemplated hereby. The press release announcing hereby on its website in the execution and delivery ordinary course of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything to the contrary in this Section 5.6, each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companybusiness.

Public Announcements. So long as The initial press release relating to this Agreement is in effect, Parent and Merger Sub, on the one handshall be a joint press release, and the Company, on the thereafter Contributor and Company will consult with each other, shall not and provide each other the opportunity to review and comment upon, any press release or otherwise making any public statements (including disclosure under the Securities Act or Exchange Act) with respect to the Exchange or this Agreement. No Party will issue any press release or make any such public statement with respect to the Offer, the Merger or this Agreement without the prior written consent of the other party (Party, which consent shall will not be unreasonably withheld, conditioned or delayed); provided, except as however, that (A) on the advice of outside legal counsel, Company may be required by applicable Law or the rules or regulations of any applicable United States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 5.6 shall not apply to any public issue a press release or public announcement statement without the consent of Contributor if required by Legal Requirements and (xB) made any press release or proposed public statement to be made by issued without the consent of Contributor pursuant to clause (A) shall be subject to reasonable prior notice to and review of Contributor and Company shall consider any and all reasonable comments of Contributor thereon in connection good faith, it being understood and agreed that if Company has provided Contributor with an Acquisition Proposal, a Superior Proposal reasonable opportunity to review and comment on any such disclosure or a Change of Board Recommendation filing pursuant to this Section 5.7 and Contributor has not consented to or any action taken pursuant thereto, in each case, that does not violate Section 5.3 provided comments to Company on such disclosure or (y) in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall not be issued filing prior to the approval applicable deadline for making such disclosure or filing pursuant to applicable Legal Requirements, the foregoing shall not obligate the Company to delay the filing of each any press release, public announcement or document required to be filed pursuant to applicable Legal Requirements beyond such deadline. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 5.7 shall be deemed satisfied if, to the extent practicable, the disclosing party gives advance notice of such disclosure to the other party, including copies of any talking points, scripts or similar documents, and consults with the other party and considers in good faith any comments provided by such other party with respect thereto; provided further that the prior agreement of the Company and Parent. The Company other party shall (i) file one or more current reports on Form 8-K be required with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO with the SEC attaching the announcement press release. Notwithstanding anything respect to such disclosures to the contrary in this Section 5.6, each of extent that the parties may make public statements in response non-disclosing party reasonably determines that any such disclosure would be materially adverse to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as the non-disclosing party and it is reasonably practicable for the disclosing party to seek such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Companyprior consent.