Common use of Current, Quarterly and Annual Reports Clause in Contracts

Current, Quarterly and Annual Reports. Until the date that is twelve months after the Closing Date, at least two (2) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party shall deliver to the other Party, a reasonably complete draft of any earnings news release, any filing with the SEC, including, but not limited to Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-3, and any amendments thereof; provided, that, to the extent AquaMed’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ prior to AquaMed’s proposed filing of its preliminary proxy statement for such year. Each Party shall notify the other Party as soon as reasonably practicable after becoming aware of any material accounting differences between the financial statements to be included in such Party’s Annual Report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to filed by Alliqua on or about the time of the Distribution. If any such differences are disclosed to any Party as provided in this paragraph, the Parties shall meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-K, to resolve such differences and the effects thereof on the Parties’ applicable Annual Reports on Form 10-K.

Current, Quarterly and Annual Reports. Until (i) Following the date that is twelve months after Spinco Distribution, until each Party and RMT Partner has filed its annual report on Form 10-K for the Closing Datecalendar year following the year in which the Spinco Distribution occurs, at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party and RMT Partner shall deliver to the each other Party, Party and RMT Partner a reasonably complete draft of the portion of any earnings news release, release or any filing with the SECSEC related to the Spinco Business and containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a calendar year, but not limited to Current Reports the previous fiscal year) and the calendar year following such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties and RMT Partner may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party and RMT Partner as soon as reasonably practicable; provided, further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the SEC, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures, (ii) each Party and RMT Partner shall notify the other Party and/or RMT Partner, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to be filed by Alliqua Remainco with the SEC on or about the time of the Distribution. If Spinco Distribution and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphor RMT Partner, the Parties and RMT Partner shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports.

Current, Quarterly and Annual Reports. Until the date that is twelve months after the Closing Date, (i) at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SECCommission, each Party and RMT Partner shall deliver to the each other Party, Party and RMT Partner a reasonably complete draft of any earnings news release, release or any filing with the SECCommission containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a calendar year, but not limited to Current Reports the previous fiscal year) and the calendar year proceeding such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties and RMT Partner may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party and RMT Partner as soon as reasonably practicable; provided, further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the Commission, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures, (ii) each Party and RMT Partner shall notify the other Party and/or RMT Partner, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or 10, the Form 8-K to be filed by Alliqua Remainco with the Commission on or about the time of the Distribution. If Spinco Distribution and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphor RMT Partner, the Parties and RMT Partner shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports;

Current, Quarterly and Annual Reports. Until the date that is twelve months after the Closing Date, at At least two three (23) Business Days prior to the earlier of public dissemination or filing with the SECCommission, each Party shall deliver to the other Party, a reasonably complete draft of any earnings news release, any filing with the SECCommission containing financial statements, including, but not limited to Current Reports current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-3, and any amendments thereof; provided, further, that, to the extent AquaMed’s first Chemours’ 2016 proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua DuPont compensation programs, AquaMed Chemours shall substantially conform its 2016 proxy statement statement, as the case may be, to Alliquabe filed with the Commission to DuPont’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ prior to AquaMed’s proposed filing of its preliminary proxy statement for such yearthe applicable period. Each Party shall notify the other Party Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to be filed by Alliqua DuPont with the Commission on or about the time of the Distribution. If any such differences are disclosed to notified by any Party as provided in this paragraphParty, the Parties shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KReport, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports Reports. (c) Nothing in this Article VII shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary Information relating to that third party or its business; provided, however, that in the event that a Party is required under this Section 7.2 to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party’s written consent to the disclosure of such Information. (d) The Parties acknowledge that Information provided under this Section 7.2 may constitute material, nonpublic information, and trading in the securities of a Party (or the securities of its affiliates, subsidiaries or partners) while in possession of such material, nonpublic material information may constitute a violation of the U.S. federal securities laws. Section 7.3 Provision of Corporate Records. Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such 67 Article VI shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information: (a) After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Chemours for specific and identified Information: (i) that (x) primarily relates to Chemours or the Chemours Business, as the case may be, prior to the Effective Time or (y) is necessary for Chemours to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which DuPont and/or Chemours are parties, DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Chemours has a reasonable need for such originals) in the possession or control of DuPont or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Chemours; provided that, to the extent any originals are delivered to Chemours pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on Form 10the date that is the first anniversary of the date of this Agreement; provided further that, in the event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or could reasonably result in the waiver of any attorney-K.client privilege, rights under the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours; (ii) that (x) is required by Chemours with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Chemours (including under applicable securities laws) by a Governmental Entity having jurisdiction over Chemours, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Chemours has a reasonable need for such originals) in the possession or control of DuPont or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Chemours; provided that, to the extent any originals are delivered to Chemours pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, in the 68 event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours; or (b) Solely with respect to the Legacy Engineering Drawings from DuPont Corporate Engineering Drawing Collection that are required by Chemours to maintain and operate one or more Chemours Manufacturing Assets, DuPont shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Chemours has a reasonable need for such originals) in the possession or control of DuPont or any of its Affiliates, but only to the extent such items are so required and are not already in the possession or control of Chemours or its Affiliates; provided that, to the extent any originals are delivered to Chemours or its Affiliates pursuant to this Agreement or the Ancillary Agreements, Chemours shall, at its own expense, return them to DuPont within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that DuPont, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, DuPont shall not be obligated to provide such Information requested by Chemours. (c) After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, DuPont for specific and identified Information: (i) that (x) primarily relates to DuPont or the DuPont Business, as the case may be, prior to the Effective Time or (y) is necessary for DuPont to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which DuPont and/or Chemours are parties, Chemours shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if DuPont has a reasonable need for such originals) in the possession or control of Chemours or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of DuPont; provided that, to the extent any originals are delivered to DuPont pursuant to this Agreement or the Ancillary Agreements, DuPont shall, at its own expense, return them to Chemours within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Chemours, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Section 7.2) would violate any Law or Contract with a Third Party or waive any attorney-client 69 privilege, the work product doctrine or other applicable privilege, Chemours shall not be obligated to provide such Information requested by DuPont. (ii) that (x) is required by DuPont with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on DuPont (including under applicable securities laws) by a Governmental Entity having jurisdiction over DuPont, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Chemours shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if DuPont has a reasonable need for such originals) in the possession or control of Chemours or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of DuPont; provided that, to the extent any originals are delivered to DuPont pursuant to this Agreement or the Ancillary Agreements, DuPont shall, at its own expense, return them to Chemours within a reasonable time after the need to retain such originals has ceased. (d) Each of DuPont and Chemours shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to Section 7.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement. Section 7.4

Current, Quarterly and Annual Reports. Until (i) Following the date that is twelve months after Spinco Distribution, until each Party has filed its annual report on Form 10-K for the Closing Datefiscal year following the year in which the Spinco Distribution occurs, at least two three (23) Business Days prior to the earlier of public dissemination or filing with the SEC, each Party shall deliver to the each other Party, Party a reasonably complete draft of the portion of any earnings news release, release or any filing with the SECSEC related to the Spinco Business and containing financial statements for the related year in which the Spinco Distribution occurs (or, includingif the Spinco Distribution occurs in the first quarter of a fiscal year, but not limited to Current Reports the previous fiscal year) and the fiscal year following such year, including current reports on Form 8-K, Quarterly Reports quarterly reports on 10-Q and annual reports on Form 10-Q, Annual Reports on Form 10-K, proxy statement K or any other annual report purporting to fulfill the requirements of 17 CFR 240-14c-314c-3 (such reports, and any amendments thereofcollectively, the “Public Reports”); provided, thathowever, that each of the Parties may continue to revise its respective Public Report prior to the extent AquaMedfiling thereof, which changes will be delivered to each other Party as soon as reasonably practicable; provided further, that each Party’s first proxy statement for an annual meeting of shareholders held after the fiscal year during which the Distribution occurs discusses Alliqua compensation programs, AquaMed shall substantially conform and RMT Partner’s personnel will actively and reasonably consult with each other’s personnel regarding any proposed changes to its proxy statement to Alliqua’s proxy statement (or to information that Alliqua provides to AquaMed under cover of a written communication stating that Alliqua intends to include such information in Alliqua’s proxy statement) for such year so long as Alliqua delivers such information to AquaMed at least ten (10) Business Days’ respective Public Report and related disclosures prior to AquaMedthe anticipated filing with the SEC, with particular focus on any changes which would reasonably be expected to have an effect upon each other Party’s proposed filing of its preliminary proxy statement for such year. Each or RMT Partner’s financial statements or related disclosures; (ii) each Party shall notify the other Party Party, as applicable, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s Annual Report or RMT Partner’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Spinco Form 10 filed by AquaMed in connection with the Distribution or the Form 8-K to be filed by Alliqua Remainco with the SEC on or about the time of the Spinco Distribution. If ; and (iii) if any such differences are disclosed to notified by any Party as provided in this paragraphParty, the Parties shall confer and/or meet or otherwise confer as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report on Form 10-KPublic Report, to resolve consult with each other in respect of such differences and the effects thereof on the Parties’ other Person’s applicable Annual Reports on Form 10-K.Public Reports.