Common use of Press Release; Disclosure of Agreement Clause in Contracts

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in form and substance substantially as set forth on Exhibit D. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 7.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may disclose the financial terms of this Agreement to potential, investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties' activities hereunder, or any results or data arising hereunder, except with the other Party's prior written consent, or except as reasonably necessary to comply with all applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by Anacor and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to Anacor and GSK. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement, to any actual or potential acquirers, merger partners, and professional advisors. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that Regulus ChemoCentryx is a private companycompany with consistent capital requirements, and that Regulus may ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers, bankers in each case, where practicable, under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in form advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheldwithheld or delayed. Notwithstanding Each Party agrees to provide to the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or will still be provided to the other similar public communication by GSK related to efficacy or safety data and/or results Party for comment before release, each Party shall provide the other with an advance copy of SPC-3649 will be submitted to Regulus for review any such announcements at least five (5) Business Days (* * * * * prior to the extent permitted by law) in advance of such proposed public disclosure, Regulus its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such communication and announcement and, except as otherwise required by laws, rules or regulations, the Party whose communication announcement has been reviewed shall in good faith consider remove any changes that are timely recommended by Confidential Information of the reviewing Parties Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by PROSENSA and (b) GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to PROSENSA and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (, to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement prior to submission of such filingsany actual or potential acquirors, investors, merger partners, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtprofessional advisors.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in form and substance substantially as set forth on Exhibit D. G. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Parent Companies shall make any public announcements, press releases or other public disclosures concerning this Agreement, the Side Agreement or the Convertible Promissory Note, or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. Notwithstanding the foregoing, (a) GSK and each Commercializing Party, its Affiliates may and Parent Companies may, without the other Party’s approval, make disclosures pertaining solely to SPC-3649its Royalty-Bearing Products, provided, however, that GSK the Commercializing Party will immediately notify (and provide as much advance notice as possible to) Regulus the other Party of any event materially related to SPC-3649 such other Party’s Royalty-Bearing Products (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided , any press release or other similar public communication by GSK any Party related to efficacy or safety data and/or results of SPC-3649 a Royalty-Bearing Product will be submitted to Regulus the other Party for review at least five (5) [...***...] Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus the other Party shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Founding Parent Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may disclose the financial terms of this Agreement, the Side Agreement or the Convertible Promissory Note to potential, bona fide investors and investment bankers, in each case, where practicable, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement, the Side Agreement or the Convertible Promissory Note prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement, the Side Agreement or the Convertible Promissory Note for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in form advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheldwithheld or delayed. Notwithstanding Each Party agrees to provide to the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or will still be provided to the other similar public communication by GSK related to efficacy or safety data and/or results Party for comment before release, each Party shall provide the other with an advance copy of SPC-3649 will be submitted to Regulus for review any such announcements at least five (5) Business Days ([***] prior to the extent permitted by law) in advance of such proposed public disclosure, Regulus its scheduled release. Each Party shall have the right to expeditiously review and recommend *** Confidential Treatment Requested *** changes to any such communication and announcement and, except as otherwise required by laws, rules or regulations, the Party whose communication announcement has been reviewed shall in good faith consider remove any changes that are timely recommended by Confidential Information of the reviewing Parties Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by TELETHON-HSR and (b) GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to TELETHON-HSR and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement under the ADA-SCID Program, or under a Collaboration Program, or under the jointly undertaken activities of a Research Program has already been publicly discloseddisclosed in the same context, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (, to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement prior to submission of such filingsany actual or potential acquirors, investors, merger partners, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtprofessional advisors.

Press Release; Disclosure of Agreement. 11.3.1 On or promptly after the Effective Execution Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement. Subject to Sections 11.3.2, 11.3.3 and 11.4, neither Party may issue any subsequent press release or other public disclosure regarding this Agreement in form or its terms or the Parties’ activities hereunder, or any results or data arising hereunder, except: (a) with the other Party’s prior written consent; (b) for any disclosure that is reasonably necessary to comply with applicable securities exchange listing requirements or other applicable Laws, provided that the Party making such disclosure provides the other Party a copy of the proposed disclosure as soon as reasonably practicable and substance substantially as set forth on Exhibit D. Except to reasonably considers any comments thereto provided by the extent other Party within [**] after the receipt of such proposed disclosure or such shorter period required to comply with applicable law, regulation, rule or legal process or as otherwise permitted Laws; (c) to announce in accordance with this Section 7.3, neither Party nor such Partya joint press release approved by both Parties Voyager’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent exercise of the otherCo-Co Option, which shall or (d) in the case of Neurocrine, disclosure of any information relating to the Development, Manufacture or Commercialization of any Collaboration Candidate or Product that does not be unreasonably withheldinclude Confidential Information of Voyager, provided that Neurocrine first provides Voyager a copy of the proposed disclosure and reasonably considers any timely comments thereto provided by Voyager. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either each Party (or its Affiliates or the Founding Companiesother than a Party that had caused such information to become publicly disclosed in breach of this ARTICLE 11, if applicable) may subsequently disclose the same information to the public without the consent of the other Party, as long as it remains accurate at the time of subsequent disclosure. In addition11.3.2 Notwithstanding Section 11.3.1, GSK understands that Regulus is a private company, and that Regulus may each Party shall be permitted to disclose the financial existence and terms of this Agreement to potential, investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent required to comply with law) to review all material filings with applicable Laws or legal process, including the SEC describing rules or regulations of the U.S. Securities and Exchange Commission, or similar agency in any country other than the United States, or of any stock exchange, including Nasdaq. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms of this Agreement prior to submission of such filingshereof, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.Parties will coordinate in advance with each other in connection with

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in form and substance substantially as set forth on Exhibit D. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 7.3, neither Party nor such Party’s Affiliates or Founding Companies shall will make any public announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall will not be unreasonably withheld. Notwithstanding the foregoing, (a) GSK except for scientific presentations and publications (which will be governed by Section 7.5 below) each Party or its Affiliates may may, without the other Party’s approval, make disclosures pertaining solely to SPC-3649Products (as to Sanofi) or Discontinued Products (as to Regulus), provided, however, that GSK Sanofi will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 Products (including in such notice any Regulatory disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided , any press release or other similar public communication by GSK Sanofi related to efficacy or safety data and/or results of SPC-3649 a Licensed Product will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall will have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall Sanofi will in good faith consider any changes that are timely recommended by the reviewing Parties Regulus and (b) to the extent information regarding this Agreement Agreement, a Licensed Compound or Product has already been publicly disclosed, either Party (or its Affiliates or the Founding CompaniesAffiliates) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may disclose the financial terms of this Agreement to potential, investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall will give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement prior to submission of such filings, and shall will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly within [**] after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in the form and substance substantially attached hereto as set forth Schedule 13.6. Subject to Section 13.7, neither Party may issue any subsequent press release or other public disclosure regarding this Agreement or its terms or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is, based on Exhibit D. Except to the extent required advice of the Disclosing Party’s counsel, reasonably necessary to comply with applicable law, regulation, rule Law or legal process the rules or as otherwise permitted in accordance with this Section 7.3, neither regulations of securities regulators or of a securities exchange on which the securities of such Party nor such Party’s or any of its Affiliates are listed (or Founding Companies to which an application for listing has been submitted). Each Party shall make provide to the other Party a copy of any public announcements, press releases or other public disclosures concerning announcement regarding this Agreement or the terms or the subject matter hereof (including any filing with the United States Securities and Exchange Commission (or thereofany securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted), without including Nasdaq)) reasonably prior to (and in no event less than [**] prior to) its scheduled release. Each Party shall have the prior written consent right to review and recommend changes to any such announcement, which changes shall be considered in good faith; provided that, except as otherwise reasonably necessary to comply with applicable Law or the rules or regulations of securities regulators or of a securities exchange on which the securities of the otherParty making the announcement (or any of its Affiliates) are listed (or to which an application for listing has been submitted), which shall not the Party whose announcement has been reviewed shall, except to the extent permitted to be unreasonably withhelddisclosed pursuant to Section 13.2, remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding (y) this Agreement or its terms or (z) the Parties’ activities hereunder, or any results or data arising therefrom, has already been publicly disclosed, either each Party (or its Affiliates or the Founding Companiesother than a Party that had caused such information to become publicly disclosed in breach of this ARTICLE 13) may subsequently disclose substantially the same information to the public without the consent of the other Party. In additionParty and without prior notice, GSK understands that Regulus is a private companyand, and that Regulus may disclose the financial terms of this Agreement with respect to potentialclause (z), investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) that any Third Party would be able to review all material filings with the SEC describing the terms of this Agreement prior to submission make such disclosure; provided that such information remains accurate as of such filings, time and shall give due consideration to any reasonable comments by provided the non-filing Party relating to frequency and form of such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtdisclosure are reasonable.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except with the other Party’s prior written consent, or except as reasonably necessary to comply with all applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by Anacor and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to Anacor and GSK. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement, to any actual or potential acquirers, merger partners, and professional advisors. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after The Parties agree that the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement will be made by individual press releases issued by each Party and will not be made in a joint press release. Furthermore, each such press release will be substantially in the form of the press releases attached as APPENDIX 7.3-A and substance substantially as set forth on Exhibit D. APPENDIX 7.3-B (the “Initial Press Releases”). Except for the Initial Press Releases, or to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 7.3, neither Party nor such Party’s Affiliates or Founding Companies shall will make any public announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall will not be unreasonably withheld. Notwithstanding the foregoing, (a) GSK except for scientific presentations and publications (which will be governed by Section 7.5 below) each Party or its Affiliates may may, without the other Party’s approval, make disclosures pertaining solely to SPC-3649Products (as to Sanofi) or Discontinued Products (as to Regulus), provided, however, that GSK Sanofi will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 Products (including in such notice any Regulatory disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided , any press release or other similar public communication by GSK Sanofi related to efficacy or safety data and/or results of SPC-3649 a Licensed Product will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall will have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall Sanofi will in good faith consider any changes that are timely recommended by the reviewing Parties Regulus and (b) to the extent information regarding this Agreement Agreement, a Licensed Compound or Product has already been publicly disclosed, either Party (or its Affiliates or the Founding CompaniesAffiliates) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may disclose the financial terms of this Agreement to potential, investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall will give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC describing the terms of this Agreement prior to submission of such filings, and shall will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in a form agreed upon by the Parties, and substance substantially either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. Neither Party shall be free to issue any other press release or similar public announcement regarding the Agreement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 9.6 and EXECUTION VERSION -108- not subject to this Section 9.3), except with the other Party’s consent, or as set forth on Exhibit D. Except permitted pursuant to Section 9.2; provided that, notwithstanding the foregoing, Targacept shall not require the consent of GSK for any press release or similar public announcement (but shall provide any such release to GSK for its review and consider any comments timely received in good faith) (i) for the [********] or [********] or (ii) [********]. The Parties agree to consult with each other reasonably and in good faith with respect to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 7.3, neither Party nor text and timing of any such Party’s Affiliates or Founding Companies shall make any public announcements, press releases prior to the issuance thereof, and a Party may not unreasonably withhold, condition or other delay consent to any such release. The principles to be observed by Targacept and GSK in any such permitted public disclosures concerning with respect to this Agreement or shall be: accuracy, the terms or requirements of confidentiality under this Article 9, and the subject matter hereof or thereofnormal business practice in the pharmaceutical industry for disclosures by companies of comparable size to GSK and Targacept, without the prior written consent of the other, which shall not be unreasonably withheldrespectively. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly discloseddisclosed (or disclosed in a scientific or other conference), either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall also be permitted to disclose the financial terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement to potentialany actual or potential investors, investors and investment consultants, bankers, in each caseacquirors, under confidentiality provisions similar to acquirees, merger partners, and no less restrictive than those of this Agreementprofessional advisors. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings the first filing with the SEC United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, filings and any subsequent filing that includes material terms of this Agreement disclosed for the first time and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in the form attached hereto as Exhibit F. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. Notwithstanding Each Party agrees to provide to the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or will still be provided to the other similar public communication by GSK related to efficacy or safety data and/or results Party for comment before release, each Party shall provide the other with an advance copy of SPC-3649 will be submitted to Regulus for review any such announcements at least five (5) Business Days ([ * ] prior to the extent permitted by law) in advance of such proposed public disclosure, Regulus its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such communication and announcement and, except as otherwise required by laws, rules or regulations, the Party whose communication announcement has been reviewed shall in good faith consider remove any changes that are timely recommended by Confidential Information of the reviewing Parties Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by Dynavax and (b) GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to Dynavax and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement, to any actual or potential acquirers, merger partners, and professional advisors. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Press Release; Disclosure of Agreement. On or promptly within [**] after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in the form and substance substantially attached hereto as set forth Schedule 13.6. Subject to Section 13.7, neither Party may issue any subsequent press release or other public disclosure regarding this Agreement or its terms or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is, based on Exhibit D. Except to the extent required advice of the Disclosing Party’s counsel, reasonably necessary to comply with applicable law, regulation, rule Law or legal process the rules or as otherwise permitted in accordance with this Section 7.3, neither regulations of securities regulators or of a securities exchange on which the securities of such Party nor such Party’s or any of its Affiliates are listed (or Founding Companies to which an application for listing has been submitted). Each Party shall make provide to the other Party a copy of any public announcements, press releases or other public disclosures concerning announcement regarding this Agreement or the terms or the subject matter hereof (including any filing with the United States Securities and Exchange Commission (or thereofany securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted), without including Nasdaq)) reasonably prior to (and in no event less than [**] prior to) its scheduled release. Each Party shall have the prior written consent right to review and recommend changes to any such announcement, which changes shall be considered in good faith; provided that, except as otherwise reasonably necessary to comply with applicable Law or the rules or regulations of securities regulators or of a securities exchange on which the securities of the otherParty making the announcement (or any of its Affiliates) are listed (or to which an application for listing has been submitted), which shall not the Party whose announcement has been reviewed shall, except to the extent permitted to be unreasonably withhelddisclosed pursuant to Section 13.2, remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding (y) this Agreement or its terms or (z) the Parties’ activities hereunder, or any results or data arising therefrom, has already been publicly disclosed, either each Party (or its Affiliates or the Founding Companiesother than a Party that had caused such information to become 102 publicly disclosed in breach of this Article 13) may subsequently disclose substantially the same information to the public without the consent of the other Party. In additionParty and without prior notice, GSK understands that Regulus is a private companyand, and that Regulus may disclose the financial terms of this Agreement with respect to potentialclause (z), investors and investment bankers, in each case, under confidentiality provisions similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) that any Third Party would be able to review all material filings with the SEC describing the terms of this Agreement prior to submission make such disclosure; provided that such information remains accurate as of such filings, time and shall give due consideration to any reasonable comments by provided the non-filing Party relating to frequency and form of such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtdisclosure are reasonable.

Press Release; Disclosure of Agreement. On or promptly Promptly after the Effective Date, the Parties shall individually or jointly may each issue a public announcement of the execution of this Agreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or (b) for any disclosure that is reasonably necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in form advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and substance substantially as set forth on Exhibit D. in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required to comply with applicable law, regulation, rule or legal process by law or as otherwise permitted in accordance with this Section 7.39.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements, press releases or other public disclosures announcements concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall shah not be unreasonably withheld. Notwithstanding Each Party agrees to provide to the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or will still be provided to the other similar public communication by GSK related to efficacy or safety data and/or results Party for comment before release, each Party shall provide the other with an advance copy of SPC-3649 will be submitted to Regulus for review any such announcements at least five (5) Business [***] Days (prior to the extent permitted by law) in advance of such proposed public disclosure, Regulus its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such communication and announcement and, except as otherwise required by laws, rules or regulations, the Party whose communication announcement has been reviewed shall in good faith consider remove any changes that are timely recommended by Confidential Information of the reviewing Parties Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by Forma and (b) BI in any such permitted public disclosures with respect to this Agreement shall be: accuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to Forma and BI. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. In addition, GSK understands that Regulus is a private company, and that Regulus may Each Party shall be permitted to disclose the financial terms of this Agreement to potential, investors and investment bankersAgreement, in each case, case under appropriate confidentiality provisions similar substantially equivalent to and no less restrictive than those of this Agreement, to any actual or potential acquirers, merger partners, and professional advisors. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the SEC United Stated Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.