Common use of Public Disclosure Clause in Contracts

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as otherwise required by lawWithout limiting any other provision of this Agreement, rule Parent and Company will consult with each other before issuing, and provide each other a reasonable opportunity to review, comment upon and concur with, and use its respective commercially reasonable efforts to agree on any press release or regulationpublic statement with respect to this Agreement and the transactions contemplated hereby, neither Party shall and will not issue a any such press release or make any such public statement prior to such consultation and (to the extent practicable) agreement, except as may be required by law or any listing agreement with Nasdaq or any other public disclosure applicable national securities exchange or market. The parties hereto have agreed to the text of the joint press release announcing the signing of this Agreement Agreement. Notwithstanding the foregoing, (i) each of Parent and Company may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by Company and Parent (or individually, if approved by the terms hereof other party) (ii) each of Parent and Company may, without the prior written approval consent of the other Party party, issue any press release or make a public statement if required by any Legal Requirements or the rules and regulations of Nasdaq if it first notifies and consults with the other party prior to issuing such press release or public disclosure making such statement, and (iii) in the content thereof; provided, however, the Parties agree event that disclosures of information for which consent there has been previously obtained a Superior Offer or Change of Recommendation pursuant to Section 5.3(d) hereof, neither Parent nor Company will have any further obligation to consult with each other, and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreementagree, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a before issuing any press release or otherwise making any public disclosure statement with respect to the specific stage Transaction, this Agreement or any Acquisition Proposal, Superior Offer or Change of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldRecommendation.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, that the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.44.10. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party Parent and the Company shall issue a mutually agree on the initial press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure releases with respect to the specific stage execution of development this Agreement. Thereafter, so long as this Agreement is in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor any of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party their respective Affiliates, shall submit issue any press release or public disclosure requiring other announcement with respect to the Merger, the other Party’s approval to transactions contemplated by this Agreement or this Agreement without the prior consent of the other Party, and the receiving Party shall have three party (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or is reasonably likely to constitute, a Company Superior Proposal or any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of any listing authority (including the UKLA), rule the UK Panel on Takeovers and Mergers or regulationany securities exchange, neither Party without the prior consent of each of the other parties hereto, which consent shall issue not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors 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 press release or make other document previously approved for external distribution by the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, (i) no party will be required to consult with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve party in connection with any such press release or public disclosure, which approval announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not be unreasonably withheld. If apply to any disclosure by the receiving Party does not respond in writing within such three (3) business day periodCompany or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required by lawCompany Superior Proposal, rule (B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or regulationmay constitute, including in a filing with Parent Superior Proposal, or (C) any dispute between the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qparties regarding this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party the Company nor Parent, nor any of their respective Affiliates, shall issue a or cause the publication of any press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly announcement with respect to this Agreement, each shall not require advance approval; and provided, further, that, with the Merger or the other transactions contemplated by this Agreement without the prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents consent of the report provided to Medarex by Celldex pursuant to Section 8.4. Each other Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in 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 other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Except The Company shall (a) by 9:30 a.m. ET on the first Business Day following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (“Disclosure Time”), and (b) file a Current Report on Form 8-K, including the Transaction Agreement and the investor presentation provided to the Subscriber, or the material non-public information contained therein, as otherwise exhibits thereto, with the Commission within the time required by lawthe Exchange Act. From and after the issuance of such press release, rule the Company represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by or regulationon behalf of the Company, neither Party the Issuer, the Target or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Company, the Issuer, the Target or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement. The Subscriber shall not issue a any press release or make any other similar public disclosure of this Agreement or statement with respect to the terms hereof transactions contemplated hereby without the prior written approval consent of the other Party Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, none of such press release or public disclosure and the content thereof; provided, howeverCompany, the Parties agree that disclosures Issuer or the Subscriber shall publicly disclose the name of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect any other party to this Agreement, each shall not require advance approval; and providedor include the name of any other party in any filing with the Commission, furtherany regulatory agency or Nasdaq or the NYSE, thatas applicable, with without the prior notice to Celldexwritten consent of the party being disclosed, Medarex may make a public disclosure with respect except to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any extent such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by applicable law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K Nasdaq or Form 10Qthe NYSE, as applicable, regulations or at the disclosing Party shall provide copies request of any governmental or regulatory agency or as required by legal process, in which case (to the disclosure reasonably in advance extent legally permissible) written notice of such filing disclosure permitted under this clause shall be made to the other party prior to or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any as soon as reasonably practicable following such disclosures, such agreement not to be unreasonably withhelddisclosure.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of any listing authority or any securities exchange, rule without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or regulationdelayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, neither Party shall issue without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors 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 press release or make other document previously approved for external distribution by the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each (i) no party shall not require advance approval; and provided, further, that, be required to consult with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve party in connection with any such press release or public disclosure, which approval announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.4 shall not be unreasonably withheld. If apply to any disclosure by the receiving Party does not respond in writing within such three (3) business day periodCompany or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.3(b) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required by lawCompany Superior Proposal, rule (B) Parent in accordance with Section 5.4(b) that a Parent Acquisition Proposal constitutes, or regulationmay constitute, including in a filing with Parent Superior Proposal, or (C) any dispute between the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qparties regarding this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except Each party hereto shall obtain consent of the other party (such consent to be not unreasonably delayed, conditioned or withheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as otherwise required by law, rule Law or regulation, neither Party shall issue a press by any Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or make any other public disclosure Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the terms hereof without the prior written approval case of the other Party of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a reasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in good faith). To the extent practicable, each party shall use reasonable best efforts to cause any other public announcements or public disclosures (other than press releases) with respect to the transactions contemplated by this Agreement and any Ancillary Documents to be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the content thereofreasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller's prior written consent. To the Parties agree that disclosures of information for which consent has been previously obtained and of information of extent a similar nature party is obligated to that which has been previously disclosed file this Agreement or any Ancillary Document publicly with respect to this Agreementany Governmental Entity, each such party shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make give the non-disclosing party a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days reasonable opportunity to review and approve comment (and shall in good faith take into account the comments of such party) on the scope of any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities redactions and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies requests for confidential treatment of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldterms hereof.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company and the Signing Stockholders) or the Company (in the case of Parent), except as otherwise required by lawany legal requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. In accordance with the foregoing, the parties hereto agree that Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Any language included in such Current Report may be used by Parent in other filings made by it with the SEC and in other documents distributed by Parent in connection with the transactions contemplated by this Agreement without the prior written approval further review or consent of the other Party of such press release Signing Stockholders or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except as otherwise required During the period from the date of this Agreement until one (1) year after the Fall-Away of Investor Rights, the Investor Parties and the Company shall, and shall cause their respective Affiliates to, consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by lawthis Agreement, rule or regulationand shall not, neither Party and shall cause their respective Affiliates not to, issue a any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, judgment, court process or the rules and regulations of any national securities exchange or national securities quotation system. Notwithstanding the foregoing, this Section 21(a) shall not apply to any press release or other public disclosure statement made by the Company or the Investor Parties (i) which does not contain any information relating to the transactions contemplated by this Agreement that has not been previously announced or made public in accordance with the terms of this Agreement (including, for the avoidance of doubt, the fact that the Company is an investment of the Investor Parties and that the Investor Parties may include the Company’s name and its logo as part of its ordinary course disclosures of its investments and in a manner that is not adverse to the Company), (ii) is made in the ordinary course of business and does not relate specifically to the signing of this Agreement or the terms hereof without transactions contemplated by this Agreement or (iii) involving any information disclosed to Investor pursuant to Section 21(c)(iii) regarding (x) the prior written approval number of unionized employees, (y) an estimate of hours of work performed by unionized employees and (z) hours performed by unionized contractors in connection with construction. Notwithstanding anything to the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to contrary in this Agreement, each in no event shall not require advance approval; either this Section 21(a) or Section 21(b) limit disclosure by Investor Parties and providedtheir respective Affiliates of ordinary course communications regarding this Agreement and the transactions contemplated by this Agreement to its existing or prospective general and limited partners, furtherdirect or indirect equityholders or limited partners, thatmembers, with prior notice managers and investors of any Affiliates of such Person who are subject to Celldex, Medarex may make a public disclosure confidentiality obligation with respect to thereto, or disclosing public information about the specific stage of development of each Licensed Product as stated transactions contemplated by this Agreement on its website in the contents ordinary course of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release business or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature as part of any such disclosures, such agreement not sales and Transfers to be unreasonably withheldany co-investors consummated in accordance with this Agreement.

Public Disclosure. Except So long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party shall issue a Parent, nor the Company, nor any of their respective Affiliates, will disseminate any press release or make any other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange, to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4 or in connection with ordinary course communications regarding this Agreement or and the terms hereof transactions contemplated hereby to their respective employees, without the prior written approval consent of each of the other Party of such press release or public disclosure and the content thereof; providedparties hereto, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to that which has been previously disclosed publicly making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding any other provision of this Agreement, each the requirements of this Section 5.10 shall not require advance approval; and provided, further, that, with prior notice apply to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3i) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If announcement if (A) the receiving Party does not respond Company Board has effected any Company Adverse Recommendation Change in writing within such three accordance with this Agreement or (3B) business day periodthe Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement or (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required Company Superior Proposal, (B) Parent in accordance with Section 5.7(b) or Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by lawthis Agreement; provided, rule however, that in the case of either of clauses (i) or regulation(ii), including in a filing with to the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qextent not prohibited by applicable Law, the disclosing Party shall provide copies party gives the other party reasonable advance notice of (including the disclosure reasonably in advance of such filing contents of) its intended release, announcement or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withhelddisclosure.

Public Disclosure. Except The Backstop Investor agrees that, other than the existence of this Agreement, a potential transaction with a municipal transit authority (the “Transaction”) and certain matters related to the Loan Agreement (the “Loan Matters”), no material non-public information concerning the Company, the Ordinary Shares or the Business Combination has been disclosed to the Backstop Investor by the Company or its representatives as otherwise required by law, rule or regulation, neither Party of the Effective Date. The Company shall issue file a press release or make any other public disclosure Current Report on Form 8-K with the SEC reporting the material terms of this Agreement or within four (4) business days following the execution of this Agreement (the “Current Report”). Additionally, the Company shall: (i) publicly disclose the material terms hereof without the prior written approval of the other Party Transaction (the “Transaction Disclosure”); and (ii) shall cause the Borrower to publicly disclose the material terms of such press release or public disclosure the Loan Matters (the “Borrower Announcement”), provided that for each of the Transaction Disclosure and the content thereof; provided, however, the Parties agree that Borrower Announcement such public disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with be made prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage purchase of development of each Licensed Product as stated any Backstop Investor Shares by the Backstop Investor and in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval no case later than two (2) business days prior to the other PartyClosing Announcement. The Company, and the receiving Party Borrower to the extent applicable, shall have three determine the content of the public disclosures pursuant to this Section 9 provided that the material terms to be disclosed regarding the Transaction shall include, but not be limited to, (3x) business days the total revenue impact, including any go forward options; (y) the timeline for recognizing the revenues generated by the project; and (z) the impact on the Company’s financial statements. Following the Effective Date, the Company shall not, and shall cause its representatives to review not, disclose any material non-public information to the Backstop Investor, including any material non-public information concerning the Company, the Ordinary Shares, the Transaction or the Business Combination, other than the existence of this Agreement and approve any the Loan Matters, such press release or public disclosurethat, which approval to the Company’s knowledge, the Backstop Investor shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature possession of any such disclosuresmaterial non-public information from and after the filing of the Current Report, such agreement not the Transaction Disclosure and the Borrower Announcement. Notwithstanding anything in this Agreement to be unreasonably withheldthe contrary, the Backstop Investor agrees that the Company shall have the right to publicly disclose the nature of the Backstop Investor’s commitments, arrangements and understandings under and relating to this Agreement in any filing by the Company with the SEC.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, will disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of a national securities exchange or to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4, rule without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or regulationdelayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, neither Party shall issue without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors 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 press release or make other document previously approved for external distribution by the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each the requirements of this Section 5.10 shall not require advance approval; and provided, further, that, with prior notice apply to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3i) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If announcement if (A) the receiving Party does not respond Company Board has effected any Company Adverse Recommendation Change in writing within such three accordance with this Agreement or (3B) business day periodthe Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement and (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required by lawCompany Superior Proposal, rule (B) Parent in accordance with Section 5.7(b) of Section 5.7(d) that a Parent Acquisition Proposal constitutes, or regulationmay constitute, including in a filing with Parent Superior Proposal, or (C) any dispute between the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qparties regarding this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a The initial press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of transactions contemplated by this Agreement shall be a joint press release. Thereafter, until the Closing, if completed, the Company and Parent shall consult with each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other, provide each other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to with a reasonable opportunity for review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Partyobtain each other’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any written consent (such disclosures, such agreement consent not to be unreasonably withheldconditioned, withheld or delayed), prior to issuing any other press releases or otherwise making public statements, disclosures or communications with respect to the transactions contemplated by this Agreement except (a) as may be required or rendered impractical by Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange, interdealer quotation service or the NYSE, (b) with respect to any Change of Recommendation made in accordance with this Agreement or Parent’s responses thereto or (c) with respect to the parties’ disclosures or communications with any Governmental Entity regarding the Proxy Statement or the expiration of waiting periods or approval of Governmental Entities contemplated by Section 6.5, which shall be governed by the provisions of Section 6.5. In addition to the exceptions set forth in foregoing clauses (a) through (c) of the second sentence of this Section 6.10, each of the Company and Parent (and Representatives thereof) may make any public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are consistent in all material respects with previous public statements, disclosures or communications jointly made by the Company and Parent or to the extent that they have been reviewed and previously approved by both the Company and Parent. Notwithstanding anything else to the contrary set forth in this Agreement, the Company shall not be required to provide Parent with an opportunity to review, comment or consent to any statement, release or disclosure in response to or in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change or any matters related thereto.

Public Disclosure. Except Notwithstanding anything herein to the contrary, each Party agrees that, except as otherwise may be required by lawto comply with the requirements of any applicable Laws and the rules and regulations of each stock exchange upon which the securities of such Party is listed, rule or regulationif any, neither Party shall issue a no press release or make any other similar public disclosure announcement or communication shall be made of or concerning the execution or performance of this Agreement or the terms hereof without other Transaction Documents unless the prior written approval Parties shall have consulted in advance with respect thereto. Notwithstanding anything to contrary herein, (a) upon the request of either Seller or Purchaser, upon the other Party execution of such this Agreement and upon the Closing, the Seller and Purchaser shall release a joint press release mutually acceptable to the Seller and Purchaser, (b) the parties may make any press release or other public disclosure announcement (including to analysts, investors or those attending industry conferences or analyst or investor conference calls), to the extent that such release or announcement contains information previously publicly disclosed in accordance with this Section 10.7 or is otherwise consistent in all material respects with previous statements made jointly by the Purchaser and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained Seller and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; (c) Purchaser and provided, further, that, with prior notice to Celldex, Medarex its Affiliates may make customary disclosures as expressly contemplated by the Financing Commitments (including in connection with the syndication of the Debt Financing). In the event any Party determines that a public disclosure of or concerning the execution or performance of this Agreement or the other Transaction Documents is required to comply with the requirements of any applicable Laws or the rules and regulations of any stock exchange upon which the securities 176 of such Party is listed, then, prior to making any such filing, such Party shall provide the other and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by such other Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by such other Party or its counsel. The Parties shall use commercially reasonable efforts (a) to develop a joint communications plan and (b) to ensure that all press releases and other public statements with respect to the specific stage transactions contemplated hereby shall be consistent with such joint communications plan. Without limiting the foregoing provisions hereof, Seller shall, to the extent reasonably practicable, consult with Purchaser regarding the form and content of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring of any material developments or matters involving the other Party’s approval to Business (including the other Partyfinancial condition or results of operations), and Purchased Assets, Assumed Liabilities or the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulationConveyed Companies, including in a filing with the Securities and Exchange Commissionearnings releases, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing publication or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldrelease.

Public Disclosure. Except So long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party shall issue a press release or make Parent, nor the Company, nor any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; providedtheir respective Affiliates, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit will disseminate any press release or other public announcement or disclosure requiring concerning this Agreement, the Merger or the other Party’s approval transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Proxy Statement or the Form S-4, without the prior consent of each of the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosureparties hereto, which approval consent shall not be unreasonably withheld, conditioned or delayed. If The parties have agreed to the receiving Party does not respond text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, (a) without prior consent of the other parties, each party may disseminate information substantially consistent with information included in writing within such three (3) business day period, the a press release or other document previously approved for external distribution by the other parties, or is otherwise not subject to such approval, in each case, pursuant to the first sentence of this Section 5.9, and (b) this Section 5.9 shall not apply to (i) any press release or other public announcement or disclosure shall be deemed approved. In additionin connection with any Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, if the Merger or the other transactions contemplated by this Agreement in connection with a public disclosure is required determination by lawthe Company in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, rule or regulationmay constitute, including a Company Superior Proposal or any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement; provided, that in a filing with the Securities and Exchange Commissioncase of either of clauses (i) or (ii), other than a filing on Form 10K or Form 10Qto the extent not prohibited by applicable Law, the disclosing Party shall provide copies party gives the other party reasonable advance notice of (including the disclosure reasonably in advance of such filing contents of) its intended release, announcement or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withhelddisclosure.

Public Disclosure. Except Each party hereto shall obtain consent of the other party (such consent to be not unreasonably delayed, conditioned or withheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as otherwise required by law, rule Law or regulation, neither Party shall issue a press by any Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or make any other public disclosure Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the terms hereof without the prior written approval case of the other Party of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a reasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in good faith). To the extent practicable, each party shall use reasonable best efforts to cause any other public announcements or public disclosures (other than press releases) with respect to the transactions contemplated by this Agreement and any Ancillary Documents to be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the content thereofreasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller’s prior written consent. To the Parties agree that disclosures of information for which consent has been previously obtained and of information of extent a similar nature party is obligated to that which has been previously disclosed file this Agreement or any Ancillary Document publicly with respect to this Agreementany Governmental Entity, each such party shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make give the non-disclosing party a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days reasonable opportunity to review and approve comment (and shall in good faith take into account the comments of such party) on the scope of any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities redactions and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies requests for confidential treatment of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldterms hereof.

Public Disclosure. Except From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent), except as otherwise required by lawany Legal Requirement or by the rules and regulations of, rule or regulation, neither Party shall pursuant to any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of transaction as may be reasonably requested by the other Party of parties and disclose only such press release or public disclosure information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the content thereof; provided, howeverforegoing, the Parties parties hereto agree that disclosures as promptly as practicable after the execution of information for which consent has been previously obtained this Agreement, Parent will file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (and may include a copy of information of a similar nature to that which has been previously disclosed publicly this Agreement as an exhibit thereto), with respect to this Agreement, each which Parent shall not require advance approval; and provided, further, that, consult with prior notice to Celldex, Medarex may make a public disclosure with respect the Company. Parent shall provide to the specific stage of development of each Licensed Product as stated in the contents Company for review and comment a draft of the report Current Report on Form 8-K prior to filing with the SEC; provided that unless objected to Medarex by Celldex pursuant the Company by written notice given to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval Parent within five (5) days after delivery to the other PartyCompany specifying the language to which reasonable objection is taken, and the receiving Party shall have three (3) business days to review and approve any language included in such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure Current Report shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may be filed with SEC and used in a filing other filings made by Parent with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldSEC.

Public Disclosure. Except as Unless otherwise required permitted by lawthis Agreement, rule Acquiror and Target shall consult with each other before issuing any press release or regulationotherwise making any public statement or making any other public (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby, and neither Party shall issue a any such press release or make any other public such statement or disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If withheld or delayed), except as may be required by applicable law or to comply with the receiving Party does not respond rules and regulations of the SEC or any obligations pursuant to any listing agreement with any national securities exchange or with Nasdaq, in writing within such three (3) business day periodwhich event, the press release or public party who is required to make disclosure shall be deemed approvednotify the other party as soon as reasonably possible of the nature and timing of the required disclosure. In additionNotwithstanding anything herein or in the Confidentiality Agreement to the contrary, any party to this Agreement (and their employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement (the "Transactions") and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that this sentence shall not permit any disclosure that otherwise is prohibited by this Agreement (i) until the earlier of (x) the date of the public announcement of discussions relating to the Transactions, (y) the date of the public announcement of the Transactions, and (z) the date of the execution of an agreement (with or without conditions) to enter into the Transactions; or (ii) if a public such disclosure is required by law, rule or regulation, including would result in a filing with violation of federal or state securities laws; or (iii) to the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, extent not related to the disclosing Party shall provide copies tax aspects of the disclosure reasonably transaction. Moreover, nothing in advance this Agreement shall be construed to limit in any way any party's ability to consult any tax advisor regarding the tax treatment or tax structure of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldTransactions.

Public Disclosure. Except So long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party shall issue a press release or make Parent, nor the Company, nor any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; providedtheir respective Affiliates, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit will disseminate any press release or other public announcement or disclosure requiring concerning this Agreement, the Merger or the other Party’s approval transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Proxy Statement or the Form S-4, without the prior consent of each of the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosureparties hereto, which approval consent shall not be unreasonably withheld, conditioned or delayed. If The parties have agreed to the receiving Party does not respond text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, (a) without prior consent of the other parties, each party may disseminate information substantially consistent with information included in writing within such three (3) business day period, the a press release or other document previously approved for external distribution by the other parties, or is otherwise not subject to such approval, in each case, pursuant to the first sentence of this Section 5.9 and (b) this Section 5.9 shall not apply to (i) any press release or other public announcement or disclosure shall be deemed approved. In addition, if a in connection with any Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) any press release or other public announcement or disclosure is required by law, rule the Company or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10QParent of any information concerning this Agreement, the disclosing Party shall provide copies of Merger or the disclosure reasonably other transactions contemplated by this Agreement in advance of such filing connection with a determination or other disclosure for notice by the nondisclosing Party’s prior review and comment and Company Board in accordance with Section 5.6(b), Section 5.6(d) or Section 5.6(e) or any dispute between the Parties shall thereafter mutually agree upon parties regarding this Agreement, the extent and nature of any such disclosures, such agreement not to be unreasonably withheldMerger or the transactions contemplated by this Agreement.

Public Disclosure. Except So long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party the Acquired Companies nor the Sellers, on the one hand, nor Buyer, on the other hand, nor any of their respective Subsidiaries or Representatives, shall issue a or cause the publication of any press release or make any other public announcement or disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, without the prior written consent of the Sellers (with respect to Buyer) or Buyer (with respect to the Acquired Companies and the Sellers), unless such Party determines, after consultation with outside counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of such press release or other public announcement or disclosure, in which event such Party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Parties to review and comment upon such press release or other announcement or disclosure in advance and shall consider in good faith all reasonable comments thereto; provided, however, that the Parties shall not require advance approvalbe required by this Section 7.7 to provide any such review or comment to another Party relating to any dispute between the Parties relating to this Agreement; and provided, further, thatthat each Party and its Subsidiaries and Representatives may, with prior notice to Celldexwithout further consent of the other Parties, Medarex may make a public disclosure statements with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day periodthis Agreement, the press release Related Agreements or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule the transactions contemplated hereby or regulationthereby, including in a filing the Transactions, that are consistent with the Securities (and Exchange Commission, other than a filing on Form 10K do not otherwise include or Form 10Qrefer to any terms or conditions that are not otherwise contained in) public statements with respect to this Agreement, the disclosing Party shall provide copies of Related Agreements or the disclosure reasonably transactions contemplated hereby or thereby, including the Transactions, that have previously been made by Buyer or the Acquired Companies in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldcompliance with this Section 7.7.

Public Disclosure. Except The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulationregulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, neither Party shall issue a press release if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make any other public disclosure relating to the subject matter of this Agreement or Agreement, such Person shall provide to the terms hereof without the prior written approval other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly parties with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex such proposed disclosure. The other parties may make a public any comments or suggested changes to such disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have within three (3) business days Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to review address or otherwise take into account the comments or suggested changes on such disclosure made by the other parties and approve any such press release or public shall submit a revised draft of the proposed disclosure, which approval if applicable, to the other parties, and the other parties shall not be unreasonably withheld. If condition, delay or withhold their Consent to such disclosure; provided that, if the receiving Party does other parties have not respond in writing provided any comments or suggested changes within such three (3) business day Business Day period, the press release or public disclosure shall other parties will be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of to have granted their Consent to the disclosure reasonably in advance of such filing or other as proposed to it. No disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.permitted by Section

Public Disclosure. Except From the date of this Agreement until Closing or termination of this Agreement, the Parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no Party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transactions contemplated hereby without the prior consent of Parent (in the case of the Company) or the Company (in the case of Parent, Holdco or Merger Sub), except as otherwise required by lawany applicable Legal Requirements or by the rules and regulations of, rule or regulationpursuant to any agreement of a stock exchange or trading system (but subject to the terms of Section 5.3). Each Party will not unreasonably withhold approval from the others with respect to any press release or public announcement. Subject to the terms of Section 5.3, neither if any Party shall determines with the advice of counsel that it is required to make this Agreement and the terms of the transactions contemplated hereby public or otherwise issue a press release or make any other public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other Parties regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the terms hereof without the prior written approval of such transactions as may be reasonably requested by the other Party of and disclose only such press release information as is legally compelled to be disclosed. This provision will not apply to communications by any Party to its counsel, accountants and other professional advisors. Nothing in Section 5.5, this Section 5.6 or public disclosure and elsewhere in this Agreement or the content thereof; provided, however, Confidentiality Agreement shall restrict or prohibit (a) the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly Company from communicating with respect the Sellers relating to this Agreement, each shall not require advance approval; the Mergers and provided, further, that, the transactions contemplated hereby or (b) any disclosure made in connection with prior notice the enforcement of any right or remedy relating to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents this Agreement or any of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldTransaction Documents.

Public Disclosure. Except as From the date of this Agreement until Closing or the termination of this Agreement in accordance with its terms, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions contemplated hereby, and, except with respect to the Proxy Statement and any amendments or supplements thereto in respect of which the terms set forth in Section 5.1 hereof shall apply, no party shall (and GBE and the Company shall cause the Target Companies not to) issue or otherwise required by law, rule or regulation, neither Party shall issue a press release or make any other public disclosure of announcement or communication pertaining to this Agreement or the terms hereof transactions contemplated hereby without the prior written consent of GXXX (in the case of GBE, the Company or any Target Company) or the Company and GBE (in the case of GXXX), except as required by any legal requirement or by the rules and regulations of, or pursuant to, any agreement of a stock exchange or trading system. Each party will not unreasonably withhold approval of from the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring announcement. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. The parties hereto agree that as promptly as practicable after the other Party’s approval execution of this Agreement, GXXX will prepare and file a Current Report on Form 8-K pursuant to the other Party, and Exchange Act to report the receiving Party shall have three (3) business days execution of this Agreement with respect to which the Company may review and approve comment upon prior to filing and that any language included in such press release or public disclosureCurrent Report that reflects the Company’s comments, as well as any text as to which approval shall the Company has not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day periodcommented upon after being given a reasonable opportunity to comment, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required to have been approved by law, rule or regulation, including the Company and may thereafter be used by GXXX in a filing other filings made by it with the Securities SEC and Exchange Commission, in other than a filing on Form 10K documents distributed by GXXX in connection with the transactions contemplated by this Agreement without further review or Form 10Q, the disclosing Party shall provide copies consent of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party Parent and the Company shall issue a mutually agree on the initial press release or make releases with respect to the execution of this Agreement. Thereafter, during the period that this Agreement remains in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor any of their respective Affiliates, shall issue any press release or other public disclosure of announcement with respect to the Merger, the other transactions contemplated by this Agreement or the terms hereof this Agreement without the prior written approval consent of the other Party of party (such consent not to be unreasonably conditioned, withheld or delayed), except as such press release or public disclosure other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the content thereof; foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement, (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or is reasonably likely to constitute, a Company Superior Proposal, or (iii) made by the Company or Parent in connection with any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the Parties agree that disclosures case of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreementthe preceding clause (i) or (ii), each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of development of each Licensed Product as stated in (including the contents of) its intended press release or other announcement, and (b) to the extent the content of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the other Party, and the receiving Party shall have three (3) business days to review and approve any extent such content is substantially replicated in a subsequent press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the other announcement or substantially consistent with a previously approved press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldannouncement.

Public Disclosure. Except as otherwise required The Company shall not (nor will it permit its Representatives to), directly or indirectly, issue any statement or communication to any third Person (other than their respective Representatives that are bound by law, rule confidentiality restrictions) regarding the existence or regulation, neither Party shall issue a press release or make any other public disclosure subject matter of this Agreement or the terms hereof transactions contemplated hereby (including with respect to any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination hereof) without the prior written approval consent of the other Party of such press release or public disclosure and the content thereofParent; provided, however, that, notwithstanding the Parties agree foregoing, (a) the Company may, subject to Parent’s prior written consent, issue communications regarding the existence or subject matter of this Agreement, the Merger or the other transactions contemplated hereby to its Employees, customers, suppliers and other parties to Material Contracts as reasonably necessary for the Company to maintain its business relationships with such Persons or to comply with its obligations under this Agreement; (b) any information reasonably relevant for enforcing the Company’s rights or defending against assertions by Parent may be disclosed by the Company to any Governmental Entity or an arbitrator or other party involved in connection with any legal proceedings involving a dispute between Parent and the Company concerning the interpretation, making, performance, breach or termination hereof; and (c) unless otherwise prohibited by this Agreement, the Company may make statements to third parties (but not public statements or announcements) in compliance with the terms of this Agreement (including Section 5.4) to the extent that disclosures of such information for which consent has been previously obtained and made public by Parent. Parent shall not issue any statement or communication to any third Person (other than its Representatives that are bound by confidentiality restrictions) regarding the subject matter of information of a similar nature to that which has been previously disclosed publicly this Agreement, the Merger or the other transactions contemplated hereby (including with respect to any claim or dispute arising out of or related to this Agreement, each or the interpretation, making, performance, breach or termination hereof) without first consulting the Company, except that this restriction shall not require advance approvalbe subject to Parent’s and its Affiliates’ obligation to comply with applicable securities Laws and the rules of The NASDAQ Global Select Market; and provided, furtherhowever, that, with prior notice to Celldexnotwithstanding the foregoing, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other PartyParent may, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing after consultation with the Securities Company, issue communications regarding the existence or subject matter of this Agreement or the transactions contemplated hereby to its or the Company’s or its Subsidiaries’ employees, customers and Exchange Commissionsuppliers, other than a filing on Form 10K as reasonably necessary for Parent to maintain business relationships with such Persons or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldcomply with its obligations under this Agreement.

Public Disclosure. Except The Company will submit to the Supporting Noteholders all press releases, public filings, public announcements or other communications with any news media relating to this Agreement, or the Definitive Documents or the Transactions contemplated hereby and thereby and any amendments thereof. The Company may not (a) use the name of any Supporting Noteholder or any of its managers, advisors, Affiliates, officers, directors, shareholders, members, employees, partners, representatives and agents in any press release or filing with the SEC without such Party’s prior written consent or (b) disclose holdings of the Supporting Noteholders to any Person; provided that the Company shall be permitted to disclose at any time the aggregate principal amount of and aggregate percentage of Notes held by all the Supporting Noteholders as otherwise a group; provided further that the Company shall be permitted to disclose any information requested or required by applicable law, rule or rule, regulation, neither Party or governmental or regulatory or self‑regulatory body. Promptly following the execution of this Agreement, the Company shall issue announce this Agreement by means of a press release in the form attached hereto as Exhibit N (the “Press Release”). Neither the Company nor any Supporting Noteholder shall make or make cause to be made any public announcement or widely disseminated statement with respect to the subject of this Agreement that is contrary to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other public disclosure party; provided that, for the avoidance of doubt, the foregoing shall not prohibit a Supporting Noteholder from discussing this Agreement or the Transactions in a manner that is not widely disseminated or is not a public announcement with any other holder of, or any bona fide potential purchaser (provided such bona fide potential purchaser executes a confidentiality and non-disclosure agreement for the benefit of and enforceable by the Company containing, in all material respects, terms hereof without at least as protective as the prior written approval terms set forth in the Confidentiality Agreement) of, Notes in a manner otherwise consistent with such Supporting Noteholders’ obligations hereunder. Notwithstanding anything to the contrary set forth herein or in the Confidentiality Agreement, the Company hereby permits and authorizes each of the other Party Supporting Noteholders to disclose the existence of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall together with any Confidential Agreement related to this Agreement and the Definitive Documents and the transactions contemplated hereby and thereby, to any bona fide potential purchaser of Notes, Term Loans or other claims held by such Supporting Noteholder if such bona fide potential purchaser executes a confidentiality and non-disclosure agreement for the benefit of and enforceable by the Company containing, in all material respects, terms at least as protective as the terms set forth in the Confidentiality Agreement. The Supporting Noteholders and the Company acknowledge that the arrangements contemplated by this Agreement are not require advance approval; and provided, further, intended to constitute the formation of a Group. Each Supporting Noteholder agrees that, with prior notice to Celldexfor purposes of determining beneficial ownership of such Supporting Noteholder, Medarex may make a public disclosure with respect to the specific stage it shall disclaim any beneficial ownership by virtue of development of each Licensed Product as stated in the contents this Agreement of the report provided to Medarex Company’s securities owned by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other PartySupporting Noteholders, and the receiving Party shall have three (3) business days Company agrees to review recognize such disclaimer in its Exchange Act and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldAct reports.

Public Disclosure. Except as (a) In connection with the execution and delivery of this Agreement, the Parties agree to publication of a press release in mutually agreed form within two (2) Business Days following the Effective Date and agree that each Party shall be permitted to continue to use such press release, including the specific content contained therein, for any purposes without the need to obtain the prior written consent of the other Parties hereto. Other than pursuant to the foregoing sentence, during the Pre-Closing Period and subject to Section 6.3, (i) the Buyer and the Seller shall consult with each other, and shall consider in good faith the views such other Party hereto, before issuing any press release or otherwise required by lawmaking any public statement or making any other public disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement and the transactions contemplated hereby, rule or regulation, neither and (ii) no Party shall issue a any such press release or make any other such public statement or disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure Party, except as permitted by Sections 7.6(b) and the content thereof7.6(c); provided, however, that the Parties agree that disclosures of information for which consent has been previously obtained Buyer and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex the Seller may make a public disclosure statements or disclosures that are not inconsistent with respect (or more expansive than) previous press releases, public disclosures or public statements made by the Buyer or the Seller in compliance with this Section 7.6. Notwithstanding anything herein to the specific stage contrary, any Party hereto (and any employee or representative of development any Party hereto) may disclose to any and all Persons, without limitation of each Licensed Product any kind, the Tax treatment and Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other Tax analyses) that are provided to it relating to such Tax treatment and Tax structure. (b) Either Party may disclose such information as stated may be required by applicable Law, including those incident to the listing of securities on a stock exchange or governing disclosure of publicly traded companies in the contents United States or Japan, without the consent of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval ; provided further that the Party disclosing such information shall (i) only disclose such information as is required by such applicable Law; (ii) provide reasonable advance written notice to the other Party, Party of the intended disclosure and the receiving Party shall have three content of that disclosure; (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheld.iii)

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party Parent and the Company shall issue a mutually agree on the initial press release or make any other public disclosure of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure releases with respect to the specific stage execution of development this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party their respective Affiliates, shall submit issue any press release or public disclosure requiring other announcement with respect to the Merger, the other Party’s approval to transactions contemplated by this Agreement or this Agreement without the prior consent of the other Party, and the receiving Party shall have three party (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or is reasonably likely to constitute, a Company Superior Proposal or any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (b) to the extent the content of any press release or other announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or substantially consistent with a previously approved press release or announcement.

Public Disclosure. Except The Company, Merger Sub and Parent agree that the Company, on the one hand, and Parent and Merger Sub, on the other hand, shall each cause a separate press release announcing the execution and delivery of this Agreement, which shall not be issued prior to the approval of each of the Company and Parent. Thereafter, so long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party shall issue a Parent, Merger Sub nor the Company will disseminate any press release or make any other public disclosure of announcement concerning the Merger, the Offer, this Agreement or the terms hereof other transactions contemplated hereby to any third Person, except as may be required by Law or by any listing agreement with a national stock exchange, without the prior written approval consent of each of the other Party of such parties hereto, which consent will not be unreasonably withheld, conditioned or delayed. Nonetheless, (a) the restrictions set forth in this Section 6.3 will not apply to any press release or public disclosure and other announcement (i) made by the content thereof; providedCompany with respect to, howeveror in connection with, a Company Adverse Recommendation Change effected by the Company Board of Directors in accordance with this Agreement, (ii) made by the Company or Parent with respect to, or in connection with, an Acquisition Proposal, (iii) made by the Company or Parent concerning this Agreement, the Parties agree Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board of Directors in accordance with Section 5.2(b) or 5.2(d) that disclosures of information for which consent has been previously obtained and of information of an Acquisition Proposal constitutes a similar nature Superior Proposal, (iv) by the Company as contemplated by Section 5.2(g), or (v) by the Company or Parent with respect to that which has been previously disclosed publicly any dispute between the parties hereto with respect to this Agreement, each shall not require advance approvalthe Merger or the other transactions contemplated hereby; and provided, furtherhowever, thatthat in the case of each of clause (i) or (iv) above, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage extent not prohibited by Law, the disclosing party gives the other party reasonable advance notice of development (including contents of) its intended press release or other announcement, and (b) to the extent the content of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s announcement has been previously approved and made in accordance with this Section 6.3, no separate approval will be required with respect to the other Party, and the receiving Party shall have three (3) business days to review and approve any such a subsequent press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the other announcement if substantially consistent with a previously approved press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldannouncement.

Public Disclosure. Except as Unless otherwise required by law, rule or regulation, neither Party law (in which case the ----------------- disclosing party shall issue a press release or make any employ best efforts to provide the other public disclosure of this Agreement or the terms hereof without the prior written approval parties hereto with as much notice as possible under applicable law of the other Party requirement of such press release or public disclosure and the content thereof; provided, however, of the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to disclosure) or by this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated Closing Date, no disclosure (whether or not in the contents response to an inquiry) of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release subject matter of or public disclosure requiring Acquisition and the other Party’s approval to transactions contemplated by this Agreement shall be made unilaterally by Genius or Autodesk, unless approved by the other Party, and the receiving Party shall have three (3) business days party prior to review and approve any such press release or public disclosure, (which approval shall not be withheld unreasonably withheldand shall be given or refused promptly). If the receiving Party does not respond Notwithstanding this Section 5.5 or anything else in writing within such three (3) business day periodthis Agreement, the parties hereto agree that Autodesk and Genius may publicly disclose this Agreement and the transactions contemplated hereby not earlier than May 4, 1998. Such disclosure may be in the form of the issuance of the press release release(s) substantially as set forth in Exhibit L ("APPROVED PRESS RELEASE(S)"), as well as providing question and --------- answer documents and other verbal and written information which is substantially consistent with the "APPROVED PRESS RELEASE(S)". Autodesk shall make best efforts to provide Genius and Xx. Xxxxxxx with as much notice as possible of the intended date of such public disclosure. Each party shall designate, concurrently with the execution of this Agreement, a primary contact person for resolving issues regarding the party's disclosure or confidentiality obligations under this Agreement as well as other issues which may arise as a result of the public disclosure of the Acquisition and the other transactions contemplated hereby in accordance with the provisions of this Section 5.5. Until further notice, Xx. Xxxxxxx shall be deemed approvedsuch primary contact person for Genius and himself, and Xxxxxxx Xxxxxx shall be such primary contact person for Autodesk. In additionPrior to any public announcement, if a public disclosure is required by lawthe parties shall agree to contact, rule in strict confidence and in advance, certain persons or regulationentities, including such as Xxxxxx Publishing Company and the employees of Genius, in a filing with the Securities manner that is mutually acceptable to Genius and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldAutodesk.

Public Disclosure. Except So long as otherwise required by law, rule or regulationthis Agreement is in effect, neither Party shall issue a Parent, nor the Company, nor any of their respective Affiliates, will disseminate any press release or make any other public announcement or disclosure concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange, to the extent disclosed in or consistent with the Proxy Statement or in connection with ordinary course communications regarding this Agreement or and the terms hereof transactions contemplated hereby to their respective employees, without the prior written approval consent of each of the other Party of such press release or public disclosure and the content thereof; providedparties hereto, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to that which has been previously disclosed publicly making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding any other provision of this Agreement, each the requirements of this Section 5.8 shall not require advance approval; and provided, further, that, with prior notice apply to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3i) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If announcement if the receiving Party does not respond Company Board has effected any Company Adverse Recommendation Change in writing within such three accordance with this Agreement or (3ii) business day periodany disclosure by the Company or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approved. In additionthe other transactions contemplated by this Agreement in connection with a determination by (A) the Company in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, if or may constitute, a public disclosure is required Company Superior Proposal, or (B) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by lawthis Agreement; provided, rule however, that in the case of either of clauses (i) or regulation(ii), including in a filing with to the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qextent not prohibited by applicable Law, the disclosing Party shall provide copies party gives the other party reasonable advance notice of (including the disclosure reasonably in advance of such filing contents of) its intended release, announcement or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withhelddisclosure.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a press release or make Without limiting any other provision of this Agreement, each of Globe and Acquiror, on the one hand, and the Company, on the other hand, shall (a) consult with each other before issuing or otherwise making any public disclosure of announcement with respect to this Agreement or the terms hereof without the prior written approval transactions contemplated hereby, (b) provide to each other for review a copy of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosurestatement, which approval shall not be unreasonably withheld. If (c) give each other the receiving Party does not respond in writing within such three (3) business day periodreasonable opportunity to review and comment upon, the any press release or other public disclosure shall statements with respect to the transactions contemplated by this Agreement, including the Acquisition, (d) not issue any such press release or make any such public statement prior to such consultation and (e) consult with each other prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto, except as Globe, Acquiror or the Company may reasonably conclude may be deemed approvedrequired by applicable Law, rules of a stock exchange, or court process. In additionNotwithstanding the foregoing, (i) each of the Company, Globe and Acquiror may make any public statement in response to questions from the press, analysts, investors or those attending industry conferences and make internal announcements to employees, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by Globe and Acquiror, on the one hand, and the Company, on the other hand, (or individually, if approved by the other party if required pursuant to this Section 5.6), (ii) in the event that there has been a Change of Recommendation made in accordance with Section 5.4(d) hereof, neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public disclosure is required by lawstatement with respect to the Acquisition, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Qthis Agreement, the disclosing Party Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal, except to the extent provided under Section 5.2 with respect to the filings referred to therein and (iii) neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation under this Section 5.6 to provide any review or comment to the other party in the event of any material dispute between them relating to this Agreement. Prior to making any material, broad-based written communications to the employees of the Company or any Subsidiary of the Company generally that primarily relates to the transactions contemplated by this Agreement, the Company shall provide copies Globe with a copy of the disclosure reasonably in advance intended communication and provide Globe with a reasonable period of such filing or other disclosure for the nondisclosing Party’s prior time to review and comment on the communication. The Company, on the one hand, and Globe and Acquiror, on the Parties shall thereafter mutually other hand, agree upon that the extent and nature of any such disclosures, such agreement not initial press release to be unreasonably withheldissued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company and Globe.

Public Disclosure. Except as otherwise required by law, rule or regulation, neither Party shall issue a The initial press release or make any other public disclosure of with respect to this Agreement and the transactions contemplated hereby shall be a release mutually agreed to by the Company and Parent. Thereafter, each of the Company and Parent agrees that no public release, statement, announcement, or other disclosure concerning the terms hereof Merger and the other transactions contemplated hereby shall be issued by any party without the prior written approval consent of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for party (which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If , conditioned, or delayed), except as may be required by: (a) applicable Law, (b) court process, (c) the receiving Party does not respond rules or regulations of any applicable stock exchange, or (d) any Governmental Authority to which the relevant party is subject or submits; provided, in writing within each such three (3) business day periodcase, that the press release party making the release, statement, announcement, or public other disclosure shall be deemed approved. In additionuse its reasonable best efforts to allow the other party reasonable time to comment on such release, if a public statement, announcement, or other disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing issuance. Notwithstanding the foregoing, the restrictions set forth in this Section 6.06 shall not apply to any release, statement, announcement, or other disclosure for made with respect to: (i) in the nondisclosing Party’s prior review and comment case of the Company, a Company Adverse Recommendation Change issued or made in compliance with Section 9.03; (ii) any other disclosures issued or made in compliance with Section 9.03; or (iii) the Merger and the Parties shall thereafter mutually agree upon other transactions contemplated hereby that is substantially similar (and identical in any material respect) to those in a previous release, statement, announcement, or other disclosure made by the extent and nature of any such disclosures, such agreement not to be unreasonably withheldCompany or Parent in accordance with this Section 6.06.

Public Disclosure. Except Notwithstanding anything to the contrary contained herein, except as otherwise may be required by lawto comply with the requirements of any applicable Law and the rules and regulations of any stock exchange upon which the securities of one of the parties is listed, rule or regulationfrom and after the date hereof, neither Party shall issue a no press release or make similar public announcement or communication shall be made or caused to be made by either party and/or any other public disclosure of such party’s Affiliates relating to this Agreement or the terms hereof without the prior written approval of Transaction unless specifically approved in advance by the other Party of such press release or public disclosure and the content thereofparty; provided, however, that: (a) the Parties agree that disclosures parties jointly may issue one or more press release(s) announcing entry into this Agreement and/or the Closing; (b) either party may issue such press releases, public announcements or communications or make such SEC filings as it determines are reasonably necessary to comply with applicable Law (including disclosure requirements of information for the SEC) or with the requirements of any stock exchange on which consent has been previously obtained securities issued by a party or its Affiliates are traded; (c) Seller may deliver such communications to its shareholders regarding this Agreement and the Transactions as may be required by applicable Law; (d) after the Closing, Buyer shall not be subject to any restrictions under this Section 9.6, and (e) after the Closing, Seller may issue press releases or otherwise publicly announce the receipt and, when received, the amounts of information Milestone Payments and Royalty Payments hereunder. Seller and Buyer will consult with each other concerning the means by which the counterparty(ies) to any Assigned Contract will be informed of a similar nature to that which has been previously disclosed publicly with respect to the transactions contemplated by this Agreement, each shall not require advance approval; and provided, further, that, with prior notice Buyer will have the right to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve be present for any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldcommunication.

Public Disclosure. Except The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulationregulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, neither Party shall issue a press release if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make any other public disclosure relating to the subject matter of this Agreement or Agreement, such Person shall provide to the terms hereof without the prior written approval other parties a draft of the proposed disclosure for its review and comment and shall otherwise cooperate with the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly parties with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex such proposed disclosure. The other parties may make a public any comments or suggested changes to such disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have within three (3) business days Business Days after its receipt of the proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to review address or otherwise take into account the comments or suggested changes on such disclosure made by the other parties and approve any such press release or public shall submit a revised draft of the proposed disclosure, which approval if applicable, to the other parties, and the other parties shall not be unreasonably withheld. If condition, delay or withhold their Consent to such disclosure; provided that, if the receiving Party does other parties have not respond in writing provided any comments or suggested changes within such three (3) business day Business Day period, the press release or public other parties will be deemed to have granted their Consent to the disclosure as proposed to it. No disclosure permitted by Section 14.20 shall be deemed approved. In addition, if a public disclosure is required relating to the subject matter of this Agreement (whether by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies way of the disclosure reasonably in advance issuance of such filing a press release, public announcement or other disclosure otherwise) for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature purposes of any such disclosures, such agreement not to be unreasonably withheld.this Section 14.21. [INTENTIONALLY LEFT BLANK] * * * * *

Public Disclosure. Except as otherwise required The parties agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in the form mutually agreed upon by lawParent and the Company. Prior to the Agreement Date or any earlier termination of this Agreement pursuant to the terms hereof, rule or regulationthe Company shall not, neither Party and the Company shall cause each of its Representatives not to, issue a any press release or make any other public disclosure communications (other than any communications permitted by Section 5.7 or in accordance with the communications plan approved by Parent) relating to the terms of this Agreement or the terms hereof Mergers or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company 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 approval of Parent, unless required by applicable Law and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other Party consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in Section 5.7 hereof or in the Confidentiality Agreement, (a) Parent may be permitted to make such public communications regarding this Agreement or the Mergers as reasonable and appropriate for a public reporting company and (b) the Company and its Affiliates may make such public communications regarding this Agreement or the Mergers as each may determine is reasonable and appropriate in the event of termination of this Agreement pursuant to the terms hereof or that are consistent with previous press releases or public announcements made in compliance with this Section 5.8. Notwithstanding anything in this Agreement to the contrary, following Closing and after the public announcement of the Mergers, the Securityholder Representative shall be permitted to publicly announce on its website, subject to Parent’s prior written approval of such press release or public disclosure and the content thereof; providedannouncement, however, the Parties agree that disclosures of information for which consent it has been previously obtained and of information of a similar nature engaged to that which has been previously disclosed publicly serve as the Securityholder Representative in connection with respect to this Agreement, each shall the Mergers as long as such announcement does not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents disclose any of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release other terms of the Mergers or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated herein.

Public Disclosure. Except as otherwise required by lawThe Investor Parties and the Company shall consult with each other before issuing, rule and give each other the opportunity to review and comment upon, any press release or regulationother public statements with respect to the Transaction Documents or the Transactions, neither Party and shall not issue a any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the rules and regulations of any national securities exchange or national securities quotation system. The Investor and the Company agree that the initial disclosure regarding the Transactions by each party following execution of this Agreement (such disclosures, the “Announcement”) shall be subject to review and reasonable agreement by the other party. Notwithstanding the forgoing, this Section 5.02 shall not apply to any press release or other public disclosure statement made by the Company or the Investor Parties (a) which is consistent with the Announcement and does not contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this Agreement or (b) is made in the terms hereof without ordinary course of business and does not relate specifically to the prior written approval signing of the Transaction Documents or the Transactions. The Investor Parties shall, and shall cause their respective Affiliates to, consult with the Company before issuing, and give each other Party of such the opportunity to review and comment upon, any press release or other public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure statements with respect to the specific stage of development of each Licensed Product as stated in Transaction Documents or the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other PartyTransactions, and the receiving Party shall have three (3) business days to review not, and approve shall cause their respective Affiliates not to, issue any such press release or make any such public disclosurestatement prior to such consultation, which approval shall not except as may be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by lawapplicable Law, rule Judgment, court process or regulationthe rules and regulations of any national securities exchange or national securities quotation system. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, including in a filing with the Securities and Exchange Commissionno event shall either this Section 5.02, other than a filing on Form 10K Section 5.03 or Form 10Q, the disclosing Party shall provide copies any provision of the Confidentiality Agreement limit disclosure reasonably in advance by any Investor Party or any of their Affiliates of ordinary course communications regarding this Agreement and the Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such filing or other disclosure for Person who are subject to a confidentiality obligation with respect thereto (provided that such parties agree to maintain the nondisclosing Party’s prior review and comment confidentiality of such Confidential Information and the Parties shall thereafter mutually agree upon Investor or the extent and nature Investor Party disclosing such information will be responsible for any breach by the Person to whom such information was disclosed), or disclosing public information about the Transactions on their website in the ordinary course of business consistent with past practice or as part of any such disclosures, such agreement not sales and Transfers to be unreasonably withheldany co-investors.

Public Disclosure. The parties agree that the press release set forth on Exhibit F-1 attached hereto (“Sangoma Press Release”) shall be published by Buyer promptly following the execution of this Agreement by all parties and the press release set forth on Exhibit F-2 attached hereto (“BFHL Press Release”) shall be published by BFHL no earlier than 8:00 a.m., eastern time, on the next Business Day following the Agreement Date. Except as otherwise required by lawexpressly set forth in the foregoing, rule none of the Sellers, Sellers’ Representative or regulation, neither Party Company Members (prior to the Closing) shall issue a any press release or make any other public disclosure of statement with respect to this Agreement or the terms hereof transactions contemplated hereby without the prior written approval consent of Sangoma, which consent shall not be unreasonably withheld, delayed or conditioned, and none of Buyer, Sangoma or Company Members (after the other Party of such Closing) shall issue any press release or make any public disclosure statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Sangoma may, without the consent of the Sellers’ Representative, the Sellers or any other Person, make such disclosures and the content thereofpublic filings as it may reasonably determine are required by applicable Law, including applicable securities Laws and stock exchange listing rules; provided, however, that prior to the Parties agree making of any such disclosure or public filing that disclosures references this Agreement or the transactions contemplated hereby, Sangoma shall provide the Sellers’ Representative with a reasonable opportunity to review and comment on such disclosure or filing and shall consider in good faith any comments of information for which consent has been previously obtained and of information of a similar nature to the Sellers’ Representative with respect thereto, except that which has been previously disclosed publicly Sangoma shall not have any such obligation with respect to this Agreement, each shall not require advance approval; and provided, further, that, any disclosure or filing that is substantially the same as a previously made disclosure or filing for which the Sellers’ Representative was provided with prior notice to Celldex, Medarex may make a public such an opportunity or any disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party filing that does not respond in writing within such three (3) business day period, primarily relate to this Agreement or the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by law, rule or regulation, including in a filing with the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated hereby.

Public Disclosure. Except as otherwise required by lawNotwithstanding anything to the contrary set forth in this Agreement, rule or regulationfrom and after the date hereof until the Closing, neither Party shall issue a except (i) for the initial press release or similar public announcement or public communication announcing the entry into this Agreement, which shall be a joint press release made by Buyer and Seller substantially in the form attached as Exhibit I, and (ii) to the extent required to comply with the requirements of any applicable Law, including, for the avoidance of doubt, the rules or regulations of the TSX, NASDAQ or any other applicable securities exchange, no Party or its Representatives shall make any other press release or similar public disclosure announcement or public communication relating to this Agreement, the Transaction Documents, the transactions contemplated hereby or thereby and all subject matter ancillary hereto or thereto, including the identity or any trade names of Seller or its Subsidiaries, unless any description or discussion of this Agreement Agreement, the Transaction Documents, the transactions contemplated hereby or thereby and all subject matter ancillary hereto or thereto to be included in such release, announcement or communication is specifically approved in writing in advance by Buyer and Seller, which approval may be withheld, conditioned or delayed in such Party’s discretion; provided, that in either case, if applicable Law, including, for the terms hereof without avoidance of doubt, the prior written approval rules or regulations of the TSX, NASDAQ or another applicable securities exchange so requires, the Party making such determination shall consult with the other Party of prior to issuing any such press release or announcement to the extent permitted by applicable Law and consider such other Party’s comments in good faith (it being understood that nothing in this Agreement shall be construed to restrict Buyer’s ability to communicate with its Representatives, including Altria, and Altria’s Representatives); provided, that, Buyer shall be deemed to have breached this Section 6.7(a) in the event that any of its Representatives, Altria or Altria’s Representatives makes any press release, announcement or communication that would otherwise be prohibited by Buyer pursuant to this Section 6.7(a)). In addition to the exceptions set forth in this Section 6.7(a), Buyer and its Representatives may make any public disclosure statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls so long as such statements, disclosures or communications are not inconsistent in tone and substance with previous public statements, disclosures or communications or to the content thereofextent they have been reviewed and previously approved by both Buyer and Seller. Notwithstanding anything in this Section 6.7(a), but subject to the requirements of applicable Law, no press release, public announcement or public communication, whether made prior to or following the Closing, shall include the identity of any Member without such Member’s prior written consent; provided, however, that the Parties agree that disclosures identities of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this AgreementRosenheck, each shall not require advance approval; and providedCapobianco, furtherXxxxx, that, with prior notice to Celldex, Medarex Xxxxxxx X. Xxxxx or Gotham Green Partners or funds affiliated therewith may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated be included in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release release, public announcement or public disclosurecommunication without such Member’s consent, which approval shall not be unreasonably withheld. If to the receiving Party extent such press release, public announcement or public communication is consistent with the other terms of this Section 6.7(a), so long as such press release, public announcement or public communication does not respond in writing within such three (3) business day period, include or identify the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required specific consideration received by law, rule or regulation, including in a filing with any Member pursuant to the Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldtransactions contemplated by this Agreement.

Public Disclosure. Except So long as otherwise this Agreement is in effect, neither Parent, nor the Company, nor any of their respective Affiliates, shall disseminate any press release or other public announcement concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by lawLaw or the rules of any listing authority or any securities exchange, rule without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or regulationdelayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, neither Party shall issue without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors 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 press release or other document previously approved for external distribution by the other parties. Each party agrees to promptly (and in any event within two (2) days) make available to the other parties copies of any written communications made without prior consultation with the other parties. Notwithstanding any other public disclosure provision of this Agreement or the terms hereof without the prior written approval of the other Party of such press release or public disclosure and the content thereof; provided, however, the Parties agree that disclosures of information for which consent has been previously obtained and of information of a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each (i) no party shall not require advance approval; and provided, further, that, be required to consult with prior notice to Celldex, Medarex may make a public disclosure with respect to the specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve party in connection with any such press release or public disclosure, which approval announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.5 shall not be unreasonably withheld. If apply to any disclosure by the receiving Party does not respond in writing within such three (3) business day periodCompany or Parent of any information concerning this Agreement, the press release Merger or public disclosure shall be deemed approvedthe other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement. In additionSo long as this Agreement is in effect, if a public disclosure is required by laweach party agrees that it will not, rule or regulationand will cause its Representatives not to, including engage in a filing any discussions with the Securities other party’s suppliers, customers, landlords, creditors, licensors, licensees, and Exchange Commission, other than a filing on Form 10K Persons having business relationships with such other party regarding the Merger or Form 10Q, the disclosing Party shall provide copies of other transactions contemplated by this Agreement without the disclosure reasonably in advance prior consent of such filing or other disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such disclosures, such agreement not to be unreasonably withheldparty.