Common use of Press Release Clause in Contracts

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1. Except as provided in Section 11.3.2The Company and the Investor agree that, neither Party will issue a press release or public announcement relating prior to this Agreement without the prior written approval opening of trading on Over-the-Counter Bulletin Board on the other Party (such approval not to be unreasonably withheldbusiness day immediately after the date hereof, conditioned or delayed), except that a Party the Company may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (bi) issue a press release or public announcement as required by applicable Law announcing the Offering and disclosing all material information regarding the Offering, (including ii) file an amendment to the Registration Statement with the Commission and (iii) file a press release corresponding to any securities disclosure, such as prospectus pursuant to Rule 424(b) with the Commission disclosing all material information regarding the Offering and including the Placement Agency Agreement and a Form 8-K), including by form of this Agreement as exhibits thereto. From and after the rules or regulations issuance of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity filing of such amendment and prospects, the Company shall have publicly disclosed all material, non-public information delivered to comment any of the Investors by the Company or any person acting on its behalf, including, without limitation, the Placement Agents, in connection with the transactions contemplated by this Agreement, the Placement Agency Agreement and any other documents or agreements contemplated hereby or thereby. The Company shall not identify the name of any Investor or any affiliate of any investment adviser of such Investor in any press release or public announcementfiling, and or otherwise complies with this Section 11. In additionpublicly disclose the name of any Investor or any affiliate of investment adviser of such Investor, Surface may with Novartis’ without such Investor’s prior written approvalconsent, such approval not to be unreasonably withheld, conditioned unless required by law or delayed, issue the rules and regulations of a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Productsnational securities exchange, provided, that however, that, if permitted by applicable law, regulation, legal or judicial process, promptly after becoming aware of any request or requirement to so disclose (i) a “Disclosure Requirement”), and in any event prior to any such press release does not identify disclosure, the Antibody Candidate Company will provide such Investor with notice of such request or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided requirement so that such press release Investor may at its election seek a protective order or public disclosure does not disclose Confidential Information of other appropriate remedy and the other Party. Prior Company will fully cooperate with such Investor’s efforts to making any such disclosure under clause (a) of this Section 11.3.2obtain the same; provided, further, however, if, absent the Party making the disclosure will provide the other Party with a draft entry of such proposed disclosure within a protective order or other remedy, the Company is compelled by applicable law, rule or regulation or a court order, subpoena, similar judicial process, regulatory agency or stock exchange rule to disclose such Investor’s name, the Company may disclose only that portion of such information that the Company is so compelled to disclose and will use its reasonable time (but at least [***] prior efforts to disclosure for obtain assurance that confidential treatment will be accorded to that portion of such information that is being disclosed. As of the other Party’s review and commentdate hereof, and the disclosing Party will consider in good faith Company is not aware of any timely comments provided by the other PartyDisclosure Requirement.

Press Release. 11.3.1The Parties have agreed on separate press releases announcing this Agreement, each as set forth on Schedule 9.7.1 (Press Release), to be issued by the applicable Party on such date and time as may be agreed by the Parties. Except as provided in Other than the press releases set forth on Schedule 9.7.1 (Press Release) and the public disclosures permitted by this Section 11.3.29.7 (Publicity; Use of Names) and Section 9.4 (Authorized Disclosures), neither Party will issue a press the Parties agree that the portions of any other news release or other public announcement relating to this Agreement without or the prior written approval of performance hereunder that would disclose information, other than that which is already in the other Party public domain, and remains true, correct, and current, will first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld). However, conditioned or delayed), except the Parties agree that a Party may after (a) once a disclosure pursuant to Section 9.7 (Publicity; Use of Names) or Section 9.4 (Authorized Disclosures) or (b) the issuance of a press release (including the initial press releases) or other public statement is announcement pursuant to this Section 9.7.1 (Press Release) that has been reviewed and approved in writing by both Partiesthe other Party, the disclosing Party may make subsequent public disclosure of disclosures reiterating such information without having to obtain the other Party’s prior consent and approval so long as the information contained in such press release or other written statement public announcement remains true, correct, and the most current information with respect to the subject matters set forth therein. Similarly, after a Publication has been made available to the public, each Party may post such Publication or a link to it on its corporate website (or any website managed by such Party in connection with a Clinical Trial for a Licensed Product, as appropriate) without the further approval prior written consent of the other Party, and (b) issue a press release or public announcement so long as required by applicable Law (including a press release corresponding to any securities disclosurethe information in such Publication remains true, such as pursuant to a Form 8-K)correct, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement most current information with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Partysubject matters set forth therein.

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will The Parties agree to issue a mutually agreed upon press release promptly after execution of this Agreement. Promptly following the exercise of the Option for a Program, the Parties shall discuss and mutually agree upon a form of press release that may be issued by each Party following the execution of a Development & Commercialization Agreement for such Program and the occurrence of the First Extension, Second Extension or public announcement relating Third Extension, as applicable (but, subject to Section 8.6.1(ii) below, for the avoidance of doubt excluding any amounts paid in connection with such extensions or events). The agreed form of such press release shall be attached as Exhibit E to the applicable Development & Commercialization Agreement. In all other cases, subject to this Agreement without the prior written approval of the other Section 8.6 or Section 9.1.2of any Co-Development and Co-Commercialization Agreement, each Party (such approval agrees not to, and agrees to be unreasonably withheldcause their Affiliates not to, conditioned or delayed), except that a Party may (a) once a issue any press release or other public statement is approved in writing disclosing any information relating to this Agreement or any Development & Commercialization Agreement, the activities hereunder or thereunder, or the transactions contemplated hereby or thereby. Notwithstanding the foregoing (i) Jounce shall have the right to disclose the occurrence of any Option exercised by both PartiesCelgene or milestone achieved by Celgene under this Agreement or any Development & Commercialization Agreement, make subsequent public disclosure of the information contained in and solely if required by Applicable Law or securities exchange rule, any corresponding amounts paid by Celgene with respect to such press release Option exercise or other written statement without the further approval of the other Partymilestone achievement, and (bii) issue a press release or public announcement as any disclosure that is required by applicable Law Laws (including a press release corresponding to any securities disclosurethe Securities Act of 1933, such as pursuant to a Form 8-K)amended, including by and the Securities Exchange Act of 1934, as amended) or the rules of any Securities Regulator or the securities regulations of any state or other jurisdiction, or by judicial process shall be in accordance with Sections 8.3 and 8.5, as applicable. Without limiting the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entityforegoing, provided that the each Party issuing such press release gives reasonable prior notice agrees to provide to the other Party a copy of and the opportunity to comment on the press release or any public announcement, and otherwise complies with announcement covered by this Section 118.6 as soon as reasonably practicable under the circumstances prior to its scheduled release. In additionExcept under extraordinary circumstances, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either each Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will shall provide the other Party with a draft an advance copy of any such proposed disclosure within a reasonable time (but announcement at least [***] prior to disclosure for its scheduled release. Each Party shall have the other Party’s right to expeditiously review and commentrecommend changes to any such announcement and, except as otherwise required by applicable Laws or such rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Parties that the reviewing Parties deem to be inappropriate for disclosure and request in writing that the disclosing publishing Party will consider in good faith any timely comments provided by remove from such announcement within the other Partyapplicable review period (not to exceed [***] from receipt of such copy).

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once After the Effective Date, at a press release or other public statement is approved in writing by both Partiesmutually agreed upon time, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either each Party may issue a press release or announcing the existence of this Agreement in the form and substance as set forth in Exhibit F (the “Initial Press Release”). Except for the Initial Press Release, if either Party desires to make a public disclosure relating press release concerning the existence of, the material terms of, or material events occurring under, this Agreement, such Party shall provide at least thirty (30) days prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval. A Party commenting on such a proposed press release shall provide its comments, if any, within thirty (30) days after receiving the draft press release for review (or, if any Applicable Law requires an earlier release of such press release, a shorter period to allow the Party seeking to issue such press release to comply with such Applicable Law). Either Party shall be free to disclose, without the other Party’s Developmentconsent, Manufacturing the existence of this Agreement, the identity of the other Party and those terms of this Agreement which have already been publicly disclosed in accordance with this Section 9.3(a). (b) The Parties hereby acknowledge and agree that either Party may be required by Applicable Laws to submit a copy of this Agreement to the U.S. Securities and Exchange Commission (the “SEC”) or Commercialization activities under any national or sub-national securities regulatory body in any jurisdiction, (collectively, the “Security Regulators”). If a Party is required by Applicable Laws to submit a description of the terms of this Agreement to or file a copy of this Agreement with respect any Security Regulator, such Party agrees to Regional Licensed Products in such Party’s Territory; consult and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement coordinate with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with respect to such disclosure or the preparation and submission of a draft confidential treatment request for this Agreement. Notwithstanding the foregoing, if a Party is required by Applicable Laws to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Securities Regulator and such Party has (a) promptly notified the other Party in writing of such requirement and any respective timing constraints, (b) provided copies of the proposed disclosure within or filing to the other Party reasonably in advance of such filing or other disclosure (with a goal of providing such proposed filing at least fifteen (15) Business Days in advance) and (c) given the other Party a reasonable time (but under the circumstances to comment upon and request confidential treatment for such disclosure, then such Party will have the right to make such disclosure or filing at least [***] prior the time and in the manner reasonably determined by its counsel to be required by Applicable Laws or the applicable Securities Regulator. If a Party seeks to make a disclosure for or filing as set forth in this Section 9.3(b) and the other Party’s review and commentParty provides comments within the respective time periods or constraints specified herein, and the disclosing Party seeking to make such disclosure or filing will consider in good faith any timely comments provided by the other Partyconsider incorporating such comments.

Press Release. 11.3.1Following the execution of this Agreement, the Parties shall issue a press release in the form mutually agreed by the Parties. Except as provided in Section 11.3.2After such initial press release, neither Party will Party, shall issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed)Party, except that (i) a Party may (a) may, once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (bii) a Party may issue a press release or public announcement as required required, in the reasonable judgment of the Party, by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission Commission, or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that and (iii) a Party may issue a full translation of the Party issuing such press release gives reasonable prior notice to issued by the other Party of and the opportunity to comment on the Party. Any press release or public announcement, and otherwise complies with statement pursuant to this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding 9.3 (xPress Release) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does shall not disclose Confidential Information of the other PartyParty except in accordance with the terms of Section 9.1. Prior The Party wishing to making any issue such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will press release or make such a public statement shall provide the other Party with a such draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure such press release or public statement for the other Party’s review and commentreview. The reviewing Party shall have the right to propose modifications to such press release or public statement for patent reasons or, trade secret reasons or business reasons, and the disclosing publishing Party will consider in good faith any timely comments provided remove all Confidential Information of the reviewing Party if requested by the reviewing Party. Notwithstanding the foregoing, a Party may issue such press release or make such a public statement without [***] prior written notice to the other Party in case of (i) and (iii) above, and in case of (ii) above if in the reasonable judgment of such Party, such press release or public statement within the period shorter than [***] is required by Law, provided that the Party shall provide the other Party with a copy of such press release or other public statement no later than when it is issued or released. Restrictions and obligations pertaining to Ono under this Section 9.3 (Press Release) shall be binding upon Ono’s Related Parties. Repare shall make reasonable efforts to include provisions in any agreement with a Related Party providing for similar rights and obligations with respect to any press release issued by a Repare Related Party.

Press Release. 11.3.19.3.1. Each Party will each issue a press release at such timing as the Parties agree in advance of such press release in accordance with applicable Laws. 9.3.2. Except as provided in Section 11.3.29.2.2 or this Section 9.3, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 119. In addition, Surface may aTyr may, with Novartis’ Kyorin’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, provided that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 119.3. 11.3.29.3.3. Notwithstanding anything in this Section 11.3 9.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.29.3.3, however, the disclosing Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] Business Days) prior to disclosure for the such other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1. Except as provided in Section 11.3.2In general, neither Party will issue a press release and except where required by law or regulation, no public announcement relating or other disclosure by the Parties concerning the existence of or terms of this Agreement shall be made, either directly or indirectly, by either Party to this Agreement Agreement, without first obtaining the prior written approval of the other Party (and agreement upon the nature and text of such approval announcement or disclosure, such consent not to be unreasonably withheld, conditioned . The Parties shall make a joint public announcement in English of the execution of this Agreement in such form separately agreed upon between the Parties on or delayed), except that after the Effective Date. Licensee shall be permitted to make a Party may (a) once a public announcement in French or such other language as it desires of the execution of this Agreement similar to the English press release. After the initial press release or other public statement is approved in writing by both Partiesconcerning this Agreement, if either Party desires to make subsequent public disclosure of the information contained in such an additional press release or other written statement without the further approval concerning any additional material terms of the other Partythis Agreement, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to it shall inform the other Party of and the opportunity in reasonably sufficient time prior to comment on the press release or public announcementrelease, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will shall provide the other Party with a draft of written copy thereof for review. A Party commenting on such a proposed disclosure press release shall provide its comments, if any, within a reasonable time three (but at least [***] prior to disclosure 3) business days after receiving the press release for review. Each Party agrees that it shall cooperate fully with the other Party’s review and commentwith respect to all disclosures regarding this Agreement to any stock market, governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Where required by law or by the regulations of the applicable securities exchange upon which such Party may be listed, each Party shall have the right to make a press release announcing the achievement of each milestone under this Agreement as it is achieved, and the disclosing achievements of Regulatory Approvals in the Territory as they occur, subject only to the review procedure set forth in the preceding sentence. Neither Party will consider in good faith shall be required to seek the permission of the other Party to repeat any timely comments provided information regarding the terms of this Agreement that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 10.6. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will The Parties agree to issue a the press release attached hereto as Exhibit I promptly after execution of this Agreement. Promptly following the exercise of the Option for a Program, or public announcement relating the [***]SM Option, as applicable, the Parties shall discuss and mutually agree upon a form of press release that may be issued by each Party following the execution of a Development & Commercialization Agreement, or the [***]SM Agreement, as applicable for such Program. The agreed form of such press release shall be attached as Exhibit D to the applicable Development & Commercialization Agreement or the [***]SM Agreement. In all other cases, subject to this Section 8.6, Section 11.1.2 of any Co-Development and Co-Commercialization Agreement, Section 11.1.2 of any License Agreement without the prior written approval and Section 11.1.2 of the other [***]SM Agreement, as applicable, each Party (such approval agrees not to, and agrees to be unreasonably withheldcause their Affiliates not to, conditioned or delayed), except that a Party may (a) once a issue any press release or other public statement disclosing any information relating to this Agreement, any Co-Development and Co-Commercialization Agreement, any License Agreement and the [***]SM Agreement, the activities hereunder or thereunder, or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, any disclosure that is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law Laws (including a press release corresponding to any securities disclosurethe Securities Act of 1933, such as pursuant to a Form 8-K)amended, including by and the rules or regulations of [***] Certain information in this document has been omitted and filed separately with the United States Securities and Exchange Commission Commission. Confidential treatment has been requested with respect to the omitted portions. Securities Exchange Act of 1934, as amended) or similar regulatory agency in a country other than the United States or rules of any stock exchange Securities Regulator or listing entitythe securities regulations of any state or other jurisdiction, provided that or by judicial process shall be in accordance with Sections 8.3 and 8.5, as applicable. Without limiting the foregoing, each Party issuing such press release gives reasonable prior notice agrees to provide to the other Party a copy of and the opportunity to comment on the press release or any public announcement, and otherwise complies with announcement covered by this Section 118.6 as soon as reasonably practicable under the circumstances prior to its scheduled release. In additionExcept under extraordinary circumstances, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either each Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will shall provide the other Party with a draft an advance copy of any such proposed disclosure within a reasonable time (but announcement at least [***] prior to disclosure for its scheduled release. Each Party shall have the other Party’s right to expeditiously review and commentrecommend changes to any such announcement and, and except as otherwise required by applicable Laws or such rules or regulations, the disclosing Party will consider in good faith any timely comments provided by the other Partywhose announcement has been reviewed shall [***].

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will issue a (a) The parties shall agree upon the timing and content of any initial press release or any other public announcement communications relating to this Agreement without and the prior written approval of transactions contemplated herein. (b) Except to the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a extent already disclosed in the initial press release or other public statement is approved in writing communication made pursuant to clause (a), no public announcement concerning the existence or the terms of this Agreement or concerning the transactions described herein shall be made, either directly or indirectly, by both PartiesKinetek or QLT, make subsequent public disclosure of without first obtaining the information contained in such press release or other written statement without the further approval of the other Partyparty and agreement upon the nature, text, and timing of such announcement, which approval and agreement shall not be unreasonably withheld. (c) Notwithstanding clauses (a) and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including each party shall have the right to issue, immediately and without prior consent of the other, press releases that disclose any information required by the rules or and regulations of provincial securities regulatory authorities in Canada, the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entitysimilar foreign authorities, as determined in good faith by the disclosing party, provided that that, where reasonably possible, each party shall use reasonable efforts to give prior notice of the Party issuing such press release gives reasonable prior notice to the other Party party and an opportunity for the other party to review and comment on that press release. (d) Notwithstanding the provisions of clauses (a) and (b), each party agrees to use reasonable good faith efforts to notify the other party when it releases any information relating to this Agreement, including any previously approved information and any information required to be disclosed by the rules and regulations of provincial securities regulatory authorities in Canada, the Securities and Exchange Commission in the United States or similar foreign authorities, and will promptly provide a copy of any such disclosure to the other party for its review and comment. (e) Each of Kinetek and QLT acknowledge that Kinetek may file a preliminary and final prospectus with provincial securities regulatory authorities in Canada in respect of its IPO and QLT may file prospectuses in connection with future securities offerings, and that the said prospectuses will be required to include full, true and plain disclosure regarding each party and its business, including this Agreement and the opportunity form of License Agreement. Each of Kinetek and QLT agree to comment on promptly provide a copy of portions of such prospectuses relating to this Agreement and the press release or public announcementLicense Agreement to the other party for its approval and agreement, which approval and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval agreement shall not to be unreasonably withheld, conditioned or delayed, issue a press release . The parties will consult with one another regarding (x) the exercise provisions of this Agreement to be redacted in any Optionfiling made by the parties with securities regulatory authorities, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) as otherwise complies with this Section 11required by law. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.19.3.1 Following the execution of this Agreement, the Parties shall issue a joint press release in such form as mutually agreed by the Parties. Except After such initial joint press release, except as provided in Section 11.3.29.3.2, neither Party will shall issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such Party, which approval shall not to be unreasonably withheld, conditioned or delayed), except that a Party may (ai) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (bii) issue a press release or public announcement as required required, in the reasonable judgment of such Party, by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than Commission, the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11French Financial CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. 11.3.2. 9.3.2 Notwithstanding anything in this Section 11.3 9.3 to the contrary, (a) either Party Alnylam may issue a press release or make a public disclosure relating to such Party(i) the results of any Clinical Studies with respect to a Licensed Product and (ii) Alnylam’s Development, Manufacturing Development or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Productshereunder, provided that such press release or public disclosure does not disclose Confidential Information of the other PartyGenzyme. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party].

Press Release. 11.3.1. 9.3.1 The Parties will issue the press releases in Schedule 9.3.1 on January 9, 2023, or such other mutually agreed date. 9.3.2 Except as provided in Section 11.3.29.2.2 or this Section 9.3, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Applicable Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11ARTICLE 9. In addition, Surface ▇▇▇▇▇▇▇ may with Novartis’ ▇▇▇▇▇’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 119.3. 11.3.2. 9.3.3 Notwithstanding anything in this Section 11.3 9.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, 9.3.3 however, the disclosing Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] five (5) Business Days) prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1Following the execution of this Agreement, the Parties shall issue a joint press release in such form as mutually agreed by the Parties. Except as provided Notwithstanding anything to the contrary in Section 11.3.27 of the Master Agreement, neither Party will thereafter, Genzyme may issue a press release or make a public announcement disclosure relating to this Agreement without (i) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. the prior written approval results of the other Party any Clinical Studies with respect to a Global AT3 Licensed Product and (such approval not to be unreasonably withheldii) Genzyme’s Development, conditioned Manufacturing, or delayed)Commercialization activities hereunder, except provided that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without public disclosure does not disclose Confidential Information of Alnylam. [***]. Notwithstanding the further approval of the other Partyforegoing, and (b) Alnylam may not issue a any press release or make a public announcement as disclosure relating to Genzyme’s activities with respect to any Global AT3 Licensed Product without the prior review and approval of Genzyme, unless required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Press Release. 11.3.17.3.1. Except Following the execution of the Collaboration Agreement, the Parties shall issue separate press releases in the forms set forth in Schedule 7.3 or such other forms mutually agreed by the Parties. After such initial press releases, except as provided in Section 11.3.27.3.2, neither Party will shall issue a press release or public announcement relating to this the Collaboration Agreement without the prior written approval of the other Party (such Party, which approval shall not to be unreasonably withheld, conditioned or delayed), except that a Party may (ai) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (bii) issue a press release or public announcement as required required, in the reasonable judgment of such Party, by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission Commission, the French Financial Markets Authority, the French Prudential Supervisory Authority or similar regulatory agency in a country other than the United States or France or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.27.3.2. Notwithstanding anything in this Section 11.3 7.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to (i) the results of any Clinical Studies with respect to an Option Product, (ii) the exercise of an Option, (iii) the payment or receipt of a milestone payment under any License Terms with respect to a Collaboration Product and (iv) such Party’s Development, Manufacturing or Commercialization activities under this Agreement any License Terms with respect to Regional Licensed Collaboration CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Furthermore, either Party may issue a press release or make a public disclosure relating to the other Party’s Development, Manufacturing or Commercialization activities with respect to the Collaboration Products in the other Party’s Territory, provided that (i) such press release or public disclosure does not disclose Confidential Information of the other Party and (ii) such press release or public disclosure merely repeats subject matter previously disclosed by the other Party in a manner that is substantially consistent with such prior disclosure. Prior to making any such disclosure under clause (a) of this Section 11.3.27.3.2, however, the Party making the disclosure will shall provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] business days) prior to disclosure to allow the other Party to review and comment prior to making any such disclosure, for the other Party’s review and comment, and the disclosing Party will shall consider in good faith any timely comments provided by the other Party. Notwithstanding the foregoing, except as expressly permitted by clause (i), (ii) or (iii) above and subject to clause (ii) of Section 7.3.1, Alnylam may not issue any other press release or make a public disclosure relating to Genzyme’s activities for any Global Licensed Product without the prior written consent of Genzyme.

Press Release. 11.3.1. Except The Company and the Investor agree that the Company shall (a) prior to the opening of the financial markets in New York City on the business day immediately after the date hereof or as provided in Section 11.3.2, neither Party will soon thereafter as possible issue a press release or public announcement relating to this Agreement without announcing the prior written approval of Offering and disclosing all material information regarding the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, Offering and (b) issue as promptly as practicable thereafter, file a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Current Report on Form 8-KK with the Commission including, but not limited to, a form of this Subscription Agreement and a form of the Warrant Certificate. EXHIBIT A NO. • • WARRANTS Date of Issuance: December [•], 2012 (the “Issuance Date”) THIS IS TO CERTIFY THAT for value received [•], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, for each whole warrant represented by this certificate (this “Warrant Certificate”) to purchase, at any time or times on or after the Issuance Date up to and including 5:00 p.m. (New York time) on December [•], 2017 (the “Time of Expiry”), one fully paid and non-assessable common share (“Common Share”) in the capital of U.S. Geothermal Inc. (the “Company”) (such common share, a “Warrant Share” and collectively, the “Warrant Shares”) at a price per share of US$0.50 (the “Exercise Price”), subject to adjustment as hereinafter referred to. The warrants represented by this Warrant Certificate are the rules or regulations warrants to purchase Common Shares (the “Warrants”) issued pursuant to (i) that certain Subscription Agreement, dated as of December [•], 2012, by and between the United States Company and the Holder (the “Subscription Agreement”) and (ii) the Company’s Registration Statement on Form S-3 (File number 333-170202) including the exhibits thereto, as amended at the date of this Warrant Certificate, the Prospectus contained therein filed with the Securities and Exchange Commission or similar regulatory agency in (the “Commission”), effective December 1, 2010, and a country other than Prospectus Supplement containing certain supplemental information regarding the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice securities sold pursuant to the other Party of and Subscription Agreement that has been or will be filed with the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11Commission. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1. Except as provided in Section 11.3.2(a) Neither Westport Canada nor Volvo Sweden, neither Party will issue a nor any of their respective Affiliates, shall make any press release or public announcement relating response to a press or other inquiry for information, on behalf of themselves or the JVCo, that relates to this Agreement without Agreement, the prior written approval of JVCo, or the JV Business, unless the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved Parties have consented in writing by both Parties, make subsequent public disclosure to the final version of the information contained in such press release or response to a press or other written statement inquiry for information. Notwithstanding the foregoing and for greater certainty, the Parties acknowledge and agree that the JVCo shall be permitted to issue press releases in the ordinary course of business without the further approval prior consent of either Westport Canada or Volvo Sweden, provided that the other Party, JVCo shall have provided reasonable notice of such release to Westport Canada and Volvo Sweden prior to its issuance. (b) issue Subject to Section 11.1 and Section 16.1(a), if a Party or its Affiliate wishes to make any press release or public announcement as response to press and other inquiries for information that, in either such case, relates to this Agreement, the JVCo, or the JV Business, then it shall provide the other Parties with a draft thereof in sufficient time prior to the release thereof so that the other Parties may review the proposed press release or inquiry response to be released and advise the Party that proposes to make such release of any comments that such other Parties may have in respect thereto. (c) The foregoing shall not apply when the release or disclosure of any information that relates to this Agreement, the JVCo, or the JV Business is required by applicable Applicable Law (including or by any stock exchange on which any of the securities of a Party or any of its Affiliates are listed or by any securities commission or other regulatory authority having jurisdiction over such Party or any of its Affiliates, provided that, in each such case, except where prohibited under Applicable Law, the Party who or whose Affiliate is required to make such disclosure shall provide the other Parties with details of the nature and substance of such release or disclosure as soon as practicable. Furthermore, the obligations in this Section 16.1 shall not apply to general disclosures or releases of information that a Party or its Affiliate may make from time to time relating to its business or property. Notwithstanding anything to the contrary contained in this Section 16.1, the JVCo shall not make any press release corresponding or response to any securities disclosurepress and other inquiries for information that, in either such as pursuant case, relates to a Form 8-K), including this Agreement or the JV Business except if approved by the rules JVCo Board or regulations required by Applicable Law. (d) The Parties acknowledge that this Agreement will constitute a material agreement of Westport and shall be required to be filed with the United States Canadian Securities Administrators and made publicly available via SEDAR and with the Securities and Exchange Commission or similar regulatory agency in a country other than via the United States or of any stock exchange or listing entityElectronic Data Gathering, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcementAnalysis, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding Retrieval system (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11▇▇▇▇▇). 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party The parties will have the right to issue a joint press release or separate press release in the following situations: (i) regarding this Overture - Microsoft Amendment No. 1 MSN Search Agreement * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Agreement after the Agreement has been extended to include the Main Period Term (which may occur on February 16, 2002 if neither party terminates this Agreement pursuant to Section 7.1) (ii) regarding this Agreement after the date on which the parties agree to extend the Agreement beyond December 31, 2003, and (iii) regarding any amendment to extend this Agreement to a new MSN Search Site(s) after a New Market Test Period, provided termination does not occur during a New Test Market Period. Neither party may issue a press release or make a public announcement(s) relating to either (i) this Agreement or the relationship established by this Agreement or (ii) any amendment to extend this Agreement to a new MSN Search Site(s) or relationship established by any amendment to extend this Agreement to a new MSN Search Site(s) without the express prior written consent of the other party, which consent will not be unreasonably withheld or delayed. If an objection to such a press release or public announcement(s) is not received within five (5) Business Days after notice of one party to the other, consent will be deemed granted. There will be no press release or public announcement relating to this Agreement during the Trial Period Term or relating to any amendment during a New Test Market Period. Notwithstanding the above, the parties may make public announcements relating to (i) this Agreement or (ii) any amendment to include a new MSN Search Site without the other party's prior written approval of consent if the other Party (such approval not to announcement only contains information contained in previously approved press releases or could be unreasonably withheld, conditioned or delayed), except that a Party may reasonably ascertained by viewing MSN. Section 5.1 (a) once a press release or other public statement is approved will be modified as follows (amendment in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.italics):

Press Release. 11.3.1. 8.3.1 The Parties will issue the joint press release in substantially the form set forth in Schedule 8.3.1 on timing to be mutually agreed by the Parties. 8.3.2 Except as provided in Section 11.3.28.2.2 or this Section 8.3, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior written notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. 8, In addition, Surface ▇▇▇▇▇ may with Novartis’ Shionogi’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt occurrence of any milestone payments events under this Agreement with respect to any Licensed ProductsProducts in the Field in the Shionogi Territory, provided, provided that (i) such press release does not identify disclose the Antibody Candidate or Licensed Target; amount of such payment unless required by law and (ii) otherwise complies with this Section 11.8.3 11.3.2. 8.3.3 Notwithstanding anything in this Section 11.3 8.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing Development or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.28.3.3, however, the each Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] ([***]) Business Days) prior to disclosure for the other Party’s review and comment, and the disclosing Party proposing disclosure will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither (a) Each Party will issue a press release or public announcement relating to announcing the execution of this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheldAgreement, conditioned or delayed), except that a Party may (a) once a in the case of ▇▇▇▇▇▇, as set out in Schedule 6.6(a)(i), and (b) in the case of ▇▇▇▇▇, as set out in Schedule 6.6(a)(ii). Subject to Section 6.6(b), each Party agrees not to issue any other press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of disclosing other information relating to this Agreement or the information contained in such press release or other written statement transactions contemplated hereby without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information consent of the other Party. Prior The foregoing shall not preclude Takeda from issuing any press release or other public statement relating to making the Exploitation of Licensed Compounds or Licensed Products in the Territory that does not contain Confidential Information of Keros, including with respect to any such disclosure under clause activities in specific countries in the Territory, without Keros’s consent. The contents of any announcement or similar publicity, which has been reviewed and approved by the reviewing Party, (a) including the press release referred to at the beginning of this Section 11.3.26.6(a)) can be re-released by either Party without a requirement for re-approval. (b) The Parties hereby acknowledge and agree that either Party may be required by Applicable Laws to submit a copy of this Agreement to the U.S. Securities and Exchange Commission (the “SEC”) or any national or sub-national securities regulatory body in any jurisdiction, however(collectively, the “Security Regulators”). If a Party making is required by Applicable Laws to submit a description of the disclosure will provide terms of this Agreement to or file a copy of this Agreement with any Security Regulator, such Party agrees to consult and coordinate with the other Party with respect to such disclosure or the preparation and submission of a draft confidential treatment request for this Agreement. Notwithstanding the foregoing, if a Party is required by Applicable Laws to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Securities Regulator and such Party has (i) promptly notified the other Party in writing of such requirement and any respective timing constraints, (ii) provided copies of the proposed disclosure or filing to the other Party reasonably in advance of such filing or other disclosure (with a goal of providing such proposed disclosure within a reasonable time (but or filing at least [***] prior to disclosure for in advance) and (iii) given the other Party’s review Party a reasonable time under the circumstances to comment upon and commentrequest confidential treatment for such disclosure, then such Party will have the right to make such disclosure or filing at the time and in the manner reasonably determined by its counsel to be required by Applicable Laws or the applicable Securities Regulator. If a Party seeks to make a disclosure or filing as set forth in this Section 6.6(b) and the disclosing other Party provides comments within the respective time periods or constraints specified herein, the Party seeking to make such disclosure or filing will consider in good faith any timely comments provided by the other Partyconsider incorporating such comments.

Press Release. 11.3.1The Parties agree that their respective separate public announcements of the execution of this Agreement shall be substantially in the form of the press releases attached as Exhibit M and they shall cooperate in the issuance thereof as soon as practicable after the execution of this Agreement unless otherwise agreed by the Parties in writing. Except Press Releases during the term of this Agreement: In addition, the Parties recognize that each Party may from time to time desire to issue additional press releases and make other public statements or disclosures regarding the subject matter of this Agreement, and hereby agree that such disclosures shall be permitted without the other Party’s consent, to the extent that such additional releases (i) update the press releases attached as provided in Section 11.3.2, neither Party will issue a Exhibit M or any subsequent press release approved in writing by both Parties (e.g. Product features and positioning, status of Product, plan updates, timing, market information etc.) (ii) are based on public information [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO 17 C.F.R. SECTIONS 200.80(B)(4) AND 240.24B-2. or (iii) are in relation to the disclosing Party’s Territory and will not have any material effect on the Product in the other Party’s Territory. Any other publication, news release or other public announcement relating to this Agreement without or to the prior written approval of the other Party (such approval not to performance hereunder, shall first be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is reviewed and approved in writing by both Parties; provided, make subsequent public however, that any disclosure of which is required by law or regulation or by applicable stock exchange rules, as reasonably advised by the information contained in such press release or other written statement disclosing Party’s counsel, may be made without the further approval prior consent of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to although the other Party shall be given prompt notice of any such required disclosure. The Parties acknowledge that general information regarding this Agreement shall be allowed to be disclosed including upfront payment, total contingent milestone payments, general guidance on royalty rates and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) general terms of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other PartyAgreement.

Press Release. 11.3.19.3.1. The Parties will issue the press releases in Schedule 9.3.1 on January 3, 2019, or such other mutually agreed date. 9.3.2. Except as provided in Section 11.3.29.2.2 or this Section 9.3, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K)Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 119. In addition, Surface C▇▇▇▇▇ may with Novartis’ Licensee’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 119.3. 11.3.29.3.3. Notwithstanding anything in this Section 11.3 9.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.29.3.3, however, the disclosing Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] five (5) Business Days) prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.

Press Release. 11.3.1All publicity in connection with the Transaction shall be jointly managed by GMP and ▇▇▇▇▇. Except as provided In addition to the foregoing, ▇▇▇▇▇ agrees, if so requested by GMP, to include a reference to GMP and its role in Section 11.3.2, neither Party will issue a press release or public announcement relating to this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a any press release or other public statement is approved in writing communication which may be issued by both PartiesBanro with respect to the Transaction, make subsequent public disclosure and ▇▇▇▇▇ agrees to provide GMP with a copy of the information contained in any such press release or other written statement public communication in a timely manner in order for GMP to have a reasonable advance opportunity to comment thereon and Banro shall give reasonable consideration to any comments made by GMP. Banro and GMP each agree that they will not make or publish any advertisement in any media whatsoever relating to or otherwise publicize the Transaction so as to result in any exemption from the prospectus requirements under Canadian Securities Laws or U.K. Securities Laws and from the registration requirements of applicable Securities Laws in the United States being unavailable in respect of the sale of the Purchased Shares to the Purchaser. Furthermore, ▇▇▇▇▇ agrees that it will not issue any press releases relating to or referring to the Transaction without the further approval prior written consent of GMP, acting reasonably and in a timely manner, except as may be required by Law or the requirements of any securities regulatory authority, and ▇▇▇▇▇ and GMP agree that (i) all press releases shall contain such legends and other Partycautionary language as is advised by U.S. counsel to either of them to be necessary in order to comply with Securities Laws in the United States, and (bii) issue a no press release shall be issued in or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of into the United States Securities and Exchange Commission States, or similar regulatory agency any other jurisdiction, or otherwise in a country other than the United States or of any stock exchange or listing entity, provided manner that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding would constitute (x) the exercise of any OptionDirected Selling Efforts, a “general solicitation” or “general advertising” (as those terms are used in Regulation D), or (y) a “distribution” or “offer to sell” (as those terms are defined in the payment Securities Act, Cap.318A of the laws of Barbados (the “Barbados Securities Act”), or receipt of in any milestone payments under this Agreement with respect to any Licensed Products, provided, manner that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make would constitute a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (boffering within the meaning of Section 4(a)(2) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, U.S Securities Act or the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other PartyBarbados Securities Act.

Press Release. 11.3.1. Except as provided in Section 11.3.2, neither Party will issue The Parties have agreed upon the content of a press release or public announcement which shall be issued substantially in the form attached hereto as EXHIBIT I as soon as practicable after the execution and delivery of this Agreement. Except for the press release set forth on EXHIBIT I, each Party shall maintain the confidentiality of all provisions of this Agreement and this Agreement itself, subject to the terms of this Agreement. For subsequent press releases relating to this Agreement without or the prior written approval of the other Parties' relationship hereunder, each Party (such approval not or its Affiliate) shall use Commercially Reasonable Efforts to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other written statement without the further approval of the other Party, and (b) issue a press release or public announcement as required by applicable Law (including a press release corresponding to any securities disclosure, such as pursuant to a Form 8-K), including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity, provided that the Party issuing such press release gives reasonable prior notice submit to the other Party of and the opportunity to comment on the press release or public announcement, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11. 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but press release for review and comment by the other Party at least [***] five (5) Business Days prior to disclosure for the other Party’s date on which such Party plans to issue such press release ("Proposed Disclosure"), and shall review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party. Except for the press release set forth on EXHIBIT I, each Party shall maintain the confidentiality of all provisions of this Agreement and this Agreement itself, subject to the terms of this Agreement. Without the prior written consent of both Parties, no Party shall make any press release or other public announcement of or otherwise disclose to any Third Party this Agreement or any of its provisions, except for: (a) disclosure to those of its and its Affiliates’ and Sublicensees’ directors, officers, employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have access to the Agreement, provided that such directors, officers, employees, accountants, attorneys, advisers, and agents are required to maintain the confidentiality of the Agreement to the same extent as if they were Parties hereto under written agreements of confidentiality substantially similar and at least as restrictive as those set forth in this Agreement, (b) such disclosures as may be required by Applicable Law pursuant to Section 10.1.3, and (c) disclosure of the terms of this Agreement by either Party to its existing or potential investors, lenders, collaborative partners or, in the case of a change of control, acquirers as part of their due diligence investigations, provided, however, that such existing investors, lenders, collaborative partners or acquirers have agreed to maintain the confidentiality of the terms of this Agreement and to use such information solely for the purpose of such due diligence investigation under written agreements of confidentiality substantially similar to and at least as restrictive as those set forth in this Agreement.

Press Release. 11.3.1. Except as provided in Section 11.3.2(a) Neither Westport Canada nor Volvo Canada, neither Party will issue a nor any of their respective Affiliates, shall make any press release or public announcement relating response to a press or other inquiry for information, on behalf of themselves or the Partnership, that relates to this Agreement without Agreement, the prior written approval of Partnership, or the JV Business, unless the other Party (such approval not to be unreasonably withheld, conditioned or delayed), except that a Party may (a) once a press release or other public statement is approved Parties have consented in writing by both Parties, make subsequent public disclosure to the final version of the information contained in such press release or response to a press or other written statement inquiry for information. Notwithstanding the foregoing and for greater certainty, the Parties acknowledge and agree that the General Partner and the Partnership shall be permitted to issue press releases in the ordinary course of business without the further approval prior consent of either Westport Canada or Volvo Canada, provided that the other Party, Partnership and the General Partner shall have provided reasonable notice of such release to Westport Canada and Volvo Canada prior to its issuance. (b) issue Subject to Section 9.1 and Section 14.1(a), if a Party or its Affiliate wishes to make any press release or public announcement as response to press and other inquiries for information that, in either such case, relates to this Agreement, the Partnership, or the JV Business, then it shall provide the other Parties with a draft thereof in sufficient time prior to the release thereof so that the other Parties may review the proposed press release or inquiry response to be released and advise the Party that proposes to make such release of any comments that such other Parties may have in respect thereto. (c) The foregoing shall not apply when the release or disclosure of any information that relates to this Agreement, the Partnership, or the JV Business is required by applicable Applicable Law (including or by any stock exchange on which any of the securities of a Party or any of its Affiliates are listed or by any securities commission or other regulatory authority having jurisdiction over such Party or any of its Affiliates, provided that, in each such case, except where prohibited under Applicable Law, the Party who or whose Affiliate is required to make such disclosure shall provide the other Parties with details of the nature and substance of such release or disclosure as soon as practicable. Furthermore, the obligations in this Section 14.1 shall not apply to general disclosures or releases of information that a Party or its Affiliate may make from time to time relating to its business or property. Notwithstanding anything to the contrary contained in this Section 14.1, the General Partner shall not make any press release corresponding or response to any securities disclosurepress and other inquiries for information that, in either such as pursuant case, relates to a Form 8-K)this Agreement, including the Partnership, or the JV Business except if approved by the rules GP Board or regulations required by Applicable Law. (d) The Parties acknowledge that this Agreement will constitute a material agreement of Westport Canada and shall be required to be filed with the United States Canadian Securities Administrators and made publicly available via SEDAR and with the Securities and Exchange Commission or similar regulatory agency in a country other than via the United States or of any stock exchange or listing entityElectronic Data Gathering, provided that the Party issuing such press release gives reasonable prior notice to the other Party of and the opportunity to comment on the press release or public announcementAnalysis, and otherwise complies with this Section 11. In addition, Surface may with Novartis’ prior written approval, such approval not to be unreasonably withheld, conditioned or delayed, issue a press release regarding Retrieval system (x) the exercise of any Option, or (y) the payment or receipt of any milestone payments under this Agreement with respect to any Licensed Products, provided, that (i) such press release does not identify the Antibody Candidate or Licensed Target; and (ii) otherwise complies with this Section 11▇▇▇▇▇). 11.3.2. Notwithstanding anything in this Section 11.3 to the contrary, (a) either Party may issue a press release or make a public disclosure relating to such Party’s Development, Manufacturing or Commercialization activities under this Agreement with respect to Regional Licensed Products in such Party’s Territory; and (b) Novartis may issue a press release or make a public disclosure relating to the Research, Development, Manufacturing or Commercialization activities under this Agreement with respect to the T1 Target, T1 Antibody Candidates, T1 Licensed Products, Global Targets, Global Antibody Candidates and Global Licensed Products, provided that such press release or public disclosure does not disclose Confidential Information of the other Party. Prior to making any such disclosure under clause (a) of this Section 11.3.2, however, the Party making the disclosure will provide the other Party with a draft of such proposed disclosure within a reasonable time (but at least [***] prior to disclosure for the other Party’s review and comment, and the disclosing Party will consider in good faith any timely comments provided by the other Party.