Common use of Press Releases and Other Disclosures Clause in Contracts

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of this ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 Exhibit 17.15 hereto and shall will cooperate in the release thereof as soon as practicable after the Effective Datesignature of this Agreement by the Parties. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance, which advance (except that neither Party approval shall have any obligation to disclose Confidential Information except to the extent required not be unreasonably withheld, conditioned or permitted pursuant to this ARTICLE VIII)delayed. No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either PartyParty hereto, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 17.15 or of this ARTICLE VIIIArticle 11, a Party may (a) disclose the existence and terms of this Agreement the Transaction Agreements where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange or Nasdaq regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement the Transaction Agreements under obligations of confidentiality to agents, advisors advisors, contractors, investors and contractorssublicensees, and to potential agents, advisors, and contractors, investors and sublicensees, in connection with such Party's activities hereunder and in connection with such Party's financing activities and (c) publicly announce any of the matters set forth in Schedule 8.5Exhibit 17.15(c), provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve will cooperate in the form distribution of joint the initial press release relating to this Agreement set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time Exhibit D to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such eventExcept as expressly permitted under this Section or required by Law, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have will make any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms announcement of any information regarding this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party; provided, however, that TransTech may make a public announcement of or otherwise disclose the results of any clinical trial relating to Licensed Products without first obtaining the written approval of Novo. Once any public statement or disclosure has been approved in accordance with this Section 8.5Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 11.12 or of this ARTICLE VIIIArticle VI, a Party may (a) disclose the existence and terms of the this Agreement (a) where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, court or (b) disclose the existence and terms of this Agreement under obligations of confidentiality as least as stringent as those set forth in this Agreement, to agents, advisors directors, officers, employees, consultants, contractors, licensees, partners, investors, investors’ representatives, acquirers, acquirer’s representatives and contractorsadvisors, and to potential agents, consultants, contractors, licensees, partners, investors, investors’ representatives, acquirers, acquirer’s representatives and advisors, and contractorsin connection with (i) the discovery, and (c) publicly announce any Development, Manufacture or Commercialization of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission Licensed Products pursuant to Rule 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to including negotiations with potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party Commercialization Partners or (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of ii) such Party’s financing activities, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Partycorporate restructuring or sale.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall will not be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved disclosed except as set forth in accordance with this Section 8.58.7. Rib-X and Sanofi may each issue a press release, then either Party may appropriately communicate information contained in a form attached to this Agreement as Exhibit H-1 or Exhibit H-2, respectively, and on a date to be mutually agreed upon by the Parties, such permitted statement agreement not to be unreasonably withheld, conditioned or disclosuredelayed. Notwithstanding the foregoing provisions of Section 8.5 or this Section 8.58.7, Schedule 8.5 or of this ARTICLE VIII, (i) a Party may (a) disclose make any disclosure or public announcement if the existence and terms contents of Portions of this Agreement where requiredExhibit, as reasonably determined indicated by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an xxxx “[*] = Certain confidential information contained in this document, marked by brackets, has been **],” were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. effort to facilitate such disclosure or public announcement have previously been made public other than through a breach of this Agreement by such Party; (ii) if a Party reasonably determines that a public disclosure will be required by law, including in a public filing with the Parties’ disclosure of U.S. Securities and Exchange Commission, such Party may disclose the existence and terms of this Agreement and any material developments that occur under this Agreement, including in the Development or Commercialization of Licensed Products, where so required, provided, that such Party will, to certain Third Parties (under obligations the extent practicable and permitted by Applicable Law, notify the other Party and provide a copy of confidentiality such proposed disclosure or filing to such other Party at least as strict as those contained three (3) days prior to the planned disclosure or filing and allow such other Party to comment on the proposed disclosure, which comments will be considered by the disclosing Party in this Article VIIIgood faith; (iii) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing a Party may disclose the existence and terms of this Agreement Agreement, under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to existing and bona fide potential acquirers, investors, lenders, investment bankers or other potential financial partners in connection with such Party’s proposed financing or business combination activities and investors. Each consultants and advisors advising such Party in connection with such activities; (iv) a Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution licensors of such transaction), subject Party’s intellectual property licensed to providing the other Party with [*] prior written notice hereunder, to the extent required pursuant to the relevant license agreement; (which such notice shall include v) a Party may disclose the name existence and terms of this Agreement, under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to bona fide potential or actual licensees of such potential acquirer, partner or investor, provided that Party’s intellectual property licensed to the other Party agrees in writing to maintain hereunder; and (vi) a Party may disclose the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, terms and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version existence of this Agreement), such Party shall under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to bona fide potential or actual sublicensees, as reasonably necessary in connection with an existing or potential sublicense under the licenses granted in this Agreement which sublicense is granted in accordance with this Agreement. Except as otherwise expressly provided in this Article VIII, Sanofi will not have the right to disclose an unredacted version issue press releases and make public announcements related to any Target Compound or the results of the Agreement to such Third PartyResearch Program.

Press Releases and Other Disclosures. The Parties hereby each approve and the form of joint press release set forth in Schedule 8.5 and shall Foundation will cooperate in the release thereof of a joint press release, substantially in the form set forth in Appendix 19.4, as soon as practicable after the Effective Date. The Parties and the Foundation also recognize that each Party or the Foundation may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this AgreementAgreement or the SRA (if the Disclosing Party is PTC or the Foundation). In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure (or the Foundation, as applicable) shall provide the other Party and the Foundation, or the Parties, as applicable, with a copy of the proposed press release, statement or disclosure for review review, comment and approval at least [**] Business Days in advance (or such shorter period as would permit the publicizing Party (or the Foundation, as applicable) to comply with applicable Law), which advance approval shall not be unreasonably withheld, conditioned or delayed (except that neither Party nor the Foundation shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to the other provisions of this ARTICLE VIIIArticle 19). No Each reviewing Party (and the Foundation, as applicable) shall notify the publicizing Party (or the Foundation, as applicable) within such [**] Business Days period (or such shorter period) of its comments and whether it approves such disclosure. It is agreed that each such disclosure shall only be done with such approval of each reviewing Party (and the Foundation, as applicable) and no other public statement or public disclosure concerning the existence or terms of this Agreement or the SRA shall be made, either directly or indirectly, by either PartyParty or the Foundation, without first obtaining the written approval of the other Party. Once any public statement Party and the Foundation, or disclosure has been approved in accordance with this Section 8.5the Parties, then either Party may appropriately communicate information contained in such permitted statement or disclosureas applicable. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 19.4 or the other provisions of this ARTICLE VIIIArticle 19, (i) a Party or the Foundation may make any disclosure or public announcement if the contents of such disclosure or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party (aor the Foundation, as applicable); (ii) if a Party or the Foundation reasonably determines that a public disclosure shall be required by Law, including without limitation in a public filing with the US Securities and Exchange Commission, such Party (or the Foundation, as applicable) may disclose the existence and terms of this Agreement and any material developments that occur under this Agreement where so required; provided that such Party (or the Foundation, as reasonably determined by applicable) shall, to the disclosing Party, extent practicable and permitted by applicable Law, notify the other Party and the Foundation, or the Parties, as applicable, and allow the other Party and the Foundation, or the Parties, as applicable to comment on the proposed disclosure, which comments shall be considered by applicable stock exchange regulation the disclosing Party (or by order the Foundation, as applicable) in good faith; (iii) a Party or other ruling of a competent court, (b) the Foundation may disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to bona fide potential agents, or actual advisors, and contractorsconsultants, investors, acquirers, lenders, investment bankers or other potential financial partners in connection with such Party’s (or the Foundation’s) proposed financing or business combination activities, including without limitation any Reverse Merger; and (civ) publicly announce any of Roche may disclose the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (bona fide potential or actual Sublicensees, as reasonably necessary in connection with a permitted sublicense under obligations of confidentiality at least as strict as those contained the licenses granted in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint Otsuka acknowledges that MethylGene will issue a press release set forth in Schedule 8.5 announcing this Agreement on or near the date of execution of this Agreement, and shall cooperate in that Otsuka has received advance copies of MethylGene’s proposed press release, the release thereof as soon as practicable after the Effective Datepublication and use of which remains subject to Otsuka’s approval. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance, which advance approval shall not be unreasonably withheld, conditioned or delayed (except that neither Party shall have any obligation to disclose any of its Confidential Information except to the extent required or permitted pursuant to this ARTICLE Article VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 13.11 or of this ARTICLE Article VIII, a Party may (a) subject to the last sentence of Section 8.2 and Section 13.7, disclose the existence and terms of this Agreement (including, without limitation, disclosure of the Agreement itself) where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors advisors, contractors, investors, licensees and contractorssublicensees, and to potential agents, advisors, and contractors, investors, licensees and sublicensees, in connection with such Party’s activities hereunder and in connection with such Party’s financing activities and (c) publicly announce any of the matters set forth in Schedule 8.5the press release described in the first sentence of this Section 13.11, provided that such announcements do not entail disclosure of Confidential Information of the other Party (which, for purposes of clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional a press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose or approve the disclosure of Confidential Information except to the extent required or permitted pursuant to this ARTICLE ‎ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5‎8.4, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of ‎8.4 this ARTICLE ‎ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, court and (b) disclose the existence and terms of this Agreement under obligations of confidentiality no less stringent than those set forth in this ‎ARTICLE VIII to agents, advisors advisors, contractors, licensees, sublicensees, and contractorsbona fide investors, acquirors and other financial or commercial partners, and to potential agents, advisors, and contractors, licensees, sublicensees, and (c) bona fide investors, acquirors and other financial or commercial partners. To the extent a Party determines in good faith that it is required by applicable Law to publicly announce any file, register or notify this Agreement with a Governmental Authority, including public filings pursuant to securities Laws, it shall provide a proposed redacted form of the matters set forth in Schedule 8.5, provided that Agreement to the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 amount of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors time prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing filing for the other Party with [*] prior written notice (which to review such notice draft and propose changes to such proposed redactions. The Party making such filing, registration or notification shall include incorporate any proposed changes timely requested by the name of other Party, absent a reasonable basis for not making such potential acquirerchanges, partner or investor, provided and shall use Commercially Reasonable Efforts to seek confidential treatment for any terms that the other Party agrees in writing timely requests be kept confidential, to maintain the confidentiality of the fact that extent such Person confidential treatment is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such reasonably available consistent with applicable Law. Each Party shall have the right to disclose an unredacted version of the Agreement to be responsible for its own legal and other external costs in connection with any such Third Partyfiling, registration, or notification.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 announcing the expansion of the Parties’ collaboration as contemplated by this Agreement will be mutually agreed upon by the Parties, and shall the Parties will cooperate in the release thereof as soon as practicable after the Restatement Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.55.4, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of this ARTICLE VIIIArticle V, a Party may (a) disclose the existence and terms of this Agreement or a Party’s or the Parties’ activities under this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement Agreement, or a Party’s or the Parties’ activities under this Agreement, under written obligations of confidentiality to agents, advisors existing and contractors, and to potential agents, advisors, contractors, investors, licensees, Sublicensees, collaborators and contractorsacquirers, in connection with such Party’s activities hereunder and in connection with such Party’s financing activities, and (c) publicly announce any of the matters set forth in Schedule 8.5, the initial press release; provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for purposes of clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form forms of joint separate press release releases set forth in Schedule 8.5 13.12 hereto and shall will cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, subject to Section 9.4, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance, which advance approval shall not be unreasonably withheld, conditioned or delayed (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIIIIX). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 13.12 or of this ARTICLE VIIIIX, a Party may (a) disclose the existence and terms of the this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors advisors, contractors, investors and contractorssublicensees, and to potential agents, advisors, and contractors, investors and sublicensees, in connection with such Party’s activities hereunder and in connection with such Party’s financing activities and (c) publicly announce any of the matters set forth in Schedule 8.513.12, provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for purposes of clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve will cooperate in the release of a joint press release, substantially in the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof 14.11, as soon as practicable after the Effective DateExecution Date of this Agreement. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review review, comment and approval at least [***] ([***]) Business Days in advance (or such shorter period as would permit the publicizing Party to comply with applicable Law), which advance approval shall not be unreasonably withheld, conditioned or delayed (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIIIArticle IX). No The reviewing Party shall notify the publicizing Party within such [***] ([***]) Business Days period (or such shorter period) of its comments and whether it approves such disclosure. It is agreed that each such disclosure shall only be done with such approval of the other Party and no other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 14.11 or of this ARTICLE VIIIArticle IX, (a) a Party may make any disclosure or public announcement if the contents of such disclosure or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party; (ab) if a Party reasonably determines that a public disclosure shall be required by Law, including in a public filing with the U.S. Securities and Exchange Commission, such Party may disclose the existence and terms of this Agreement Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. and any material developments that occur under this Agreement where so required, as reasonably determined by provided that such Party shall, to the disclosing Party, extent practicable and permitted by applicable Law, notify the other Party and allow the other Party to comment on the proposed disclosure, which comments shall be considered by applicable stock exchange regulation or by order or other ruling of the disclosing Party in good faith; (c) a competent court, (b) Party may disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to bona fide potential agents, or actual advisors, and contractorsconsultants, investors, lenders, investment bankers or other potential financial partners in connection with such Party’s proposed financing or business combination activities; and (cd) publicly announce any of a Party may disclose the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review terms and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (bona fide potential or actual Sublicensees, as reasonably necessary in connection with a permitted sublicense under obligations of confidentiality at least as strict as those contained the licenses granted in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Except as required by law or in accordance with this Section, neither Party shall have the right to make any public announcements or other disclosures concerning this Agreement or the terms or performance hereof without the prior written consent of the other, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Parties hereby each approve the form of joint agree that (a) Axys, PPGx and PPD shall jointly make an announcement and press release set forth in Schedule 8.5 and shall cooperate in regarding the release thereof as soon as practicable after formation of PPGx, the Effective Date. The Parties also recognize that contents of which are acceptable to said parties; (b) each Party may from time disclose the Agreement in confidence to time its attorneys, accountants and other professional advisors and to existing or potential investors, licensees, acquirors or merger partners, provided that, with respect to the latter group, such Party obtains agreement of such recipient to maintain such disclosed information in confidence; and (c) each Party may desire or be required to issue additional press releases relating to the Agreement or activities thereunder, and make the Parties agree to consult with each other public statements or reasonably and in good faith with respect to the text of such press releases (under this subsection (c)) prior to the issuance thereof, provided that a Party may not unreasonably withhold consent to such releases. All such public disclosures regarding the subject matter of with respect to this AgreementAgreement must be accurate and comply with applicable law and regulations. In the event of a required or desired public announcement, such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for reasonable opportunity to review and approval in advance (except comment on the content of such announcement prior to its being made. Each Party agrees that neither Party shall have any obligation to disclose Confidential Information except to filings it makes with the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning Securities and Exchange Commission describing the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining consistent with the written approval of the prior press releases and other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of this ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text disclosures of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Partyterms.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall will not be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved disclosed except as set forth in accordance with this Section 8.58.7. Rib-X and Sanofi may each issue a press release, then either Party may appropriately communicate information contained in a form attached to this Agreement as Exhibit H-1 or Exhibit H-2, respectively, and on a date to be mutually agreed upon by the Parties, such permitted statement agreement not to be unreasonably withheld, conditioned or disclosuredelayed. Notwithstanding the foregoing provisions of Section 8.5 or this Section 8.58.7, Schedule 8.5 or of this ARTICLE VIII, (i) a Party may (a) disclose make any disclosure or public announcement if the existence and terms contents of Portions of this Agreement where requiredExhibit, as reasonably determined indicated by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an xxxx “[*] = Certain confidential information contained in this document, marked by brackets, has been **],” were omitted and have been filed separately with the Securities and Exchange Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. effort to facilitate 41 such disclosure or public announcement have previously been made public other than through a breach of this Agreement by such Party; (ii) if a Party reasonably determines that a public disclosure will be required by law, including in a public filing with the Parties’ disclosure of U.S. Securities and Exchange Commission, such Party may disclose the existence and terms of this Agreement and any material developments that occur under this Agreement, including in the Development or Commercialization of Licensed Products, where so required, provided, that such Party will, to certain Third Parties (under obligations the extent practicable and permitted by Applicable Law, notify the other Party and provide a copy of confidentiality such proposed disclosure or filing to such other Party at least as strict as those contained three (3) days prior to the planned disclosure or filing and allow such other Party to comment on the proposed disclosure, which comments will be considered by the disclosing Party in this Article VIIIgood faith; (iii) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing a Party may disclose the existence and terms of this Agreement Agreement, under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to existing and bona fide potential acquirers, investors, lenders, investment bankers or other potential financial partners in connection with such Party’s proposed financing or business combination activities and investors. Each consultants and advisors advising such Party in connection with such activities; (iv) a Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution licensors of such transaction), subject Party’s intellectual property licensed to providing the other Party with [*] prior written notice hereunder, to the extent required pursuant to the relevant license agreement; (which such notice shall include v) a Party may disclose the name existence and terms of this Agreement, under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to bona fide potential or actual licensees of such potential acquirer, partner or investor, provided that Party’s intellectual property licensed to the other Party agrees in writing to maintain hereunder; and (vi) a Party may disclose the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, terms and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version existence of this Agreement), such Party shall under obligations of confidentiality no less stringent than the terms set forth in this Article VIII, to bona fide potential or actual sublicensees, as reasonably necessary in connection with an existing or potential sublicense under the licenses granted in this Agreement which sublicense is granted in accordance with this Agreement. Except as otherwise expressly provided in this Article VIII, Sanofi will not have the right to disclose an unredacted version issue press releases and make public announcements related to any Target Compound or the results of the Agreement to such Third PartyResearch Program.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint the press release set forth in Schedule 8.5 8.4 and shall will cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.58.4, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.58.4, Schedule 8.5 8.4, or of this ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, and (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors advisors, contractors, investors and contractorsacquirors, and to potential agents, advisors, and contractors, investors and (c) publicly announce any of the matters set forth in Schedule 8.5acquirors, provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for clarity, excludes clinical trial results that are subject to disclosure pursuant to Section 8.3) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = Certain confidential information contained To the extent a Party determines in good faith that it is required by applicable Law to publicly file, register or notify this documentAgreement with a Governmental Authority, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission including public filings pursuant to Rule 406 securities Laws, it shall provide the proposed redacted form of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] a reasonable amount of time prior written notice (which to filing for the other Party to review such notice draft and propose changes to such proposed redactions. The Party making such filing, registration or notification shall include incorporate any proposed changes timely requested by the name of such potential acquirerother Party, partner or investorabsent a substantial reason to the contrary, provided and shall use commercially reasonable efforts to seek confidential treatment for any terms that the other Party agrees in writing timely requests be kept confidential, to maintain the confidentiality of the fact that extent such Person confidential treatment is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such reasonably available consistent with applicable Law. Each Party shall have the right to disclose an unredacted version of the Agreement to be responsible for its own legal and other external costs in connection with any such Third Partyfiling, registration or notification.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional No press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure announcement concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either PartyParty hereto, without first obtaining the written approval of the other Party. Once any public statement announcement or disclosure has been approved in accordance with this Section 8.57.5, then either Party may appropriately communicate information contained in such permitted statement announcement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5ARTICLE 7 Company may (a) disclose the existence and terms of this Agreement where required, Schedule 8.5 as reasonably determined by Company, by applicable Law, by applicable stock exchange or Nasdaq regulation or by order or other ruling of a competent court and (b) disclose the existence and terms of this Agreement under obligations of confidentiality to auditors, legal counsel and investment bankers in connection with exploring the issuance of securities in a public transaction; provided, however, that before making any such disclosure, prior written notice is given to CDC together with a description of the disclosure that is intended to be made and the party or parties to whom such disclosure shall be made. Notwithstanding the foregoing provisions of this ARTICLE VIII7, a Party CDC may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing PartyCDC, by applicable Law, by applicable stock exchange or Nasdaq regulation or by order or other ruling of a competent court, court and (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors auditors, advisors, contractors and contractors, investors and to potential agents, auditors, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners contractors and investors (under obligations including any assignee or purchaser of confidentialityany rights hereunder) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if connection with such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (CDC’s activities hereunder and in any event after the execution of such transaction), subject to providing the other Party connection with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party’s financing activities. FOIA CONFIDENTIAL TREATMENT REQUEST BY BIODELIVERY SCIENCES INTERNATIONAL, and to not use the knowledge of such fact INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.confidential treatment are being requested are denoted with “***”

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 with respect to the execution of this Agreement that is attached as Exhibit F hereto shall be issued by the Seller, on the first Business Day following the execution of this Agreement or on such other date as mutually agreed between the Purchaser and shall cooperate the Seller. The Seller may issue a press release with respect to the Closing, following the review and prior written consent of same by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) to the extent such press release (i) contains material information not contained in the press release thereof attached as soon Exhibit F or (ii) contains disclosure related to the Purchaser and its Affiliates or the Athlone Facility that differs from the disclosure in the press release attached as practicable Exhibit F, on the Closing Date or on the first Business Day following the Closing Date. Each of the Seller and the Purchaser agrees not to issue any other press release or trade announcement or make any other public announcement with regard to the transactions contemplated by this Agreement without the other Party’s prior review and written consent, which shall not be unreasonably withheld, conditioned or delayed. This restriction shall not apply to announcements required by any Laws applicable to the Parties or any of their respective Affiliates, by a request by any Governmental Entity or pursuant to the rules and regulations of any stock exchange on which such Party’s stock (or the stock of their direct or indirect holding company) is traded or quoted; provided, however, that in such event the Parties shall, to the extent reasonably practicable, reasonably cooperate to agree upon the content and wording of any such announcement. From and after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter date of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review Parties and approval in advance (except that neither Party their respective Affiliates shall have any obligation the right to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of this ARTICLE VIII, a Party may (a) disclose a brief summary of the existence transactions contemplated by this Agreement in their respective required financial reports and terms (b) communicate with their Third Party customers, suppliers or distributors regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby, including in order to obtain the approval, authorization or consent of any such Person necessary or desirable to effect the consummation of the transactions contemplated hereby or thereby. To the extent any Party is required to file a copy of this Agreement where requiredor any Ancillary Agreement as an exhibit to any filings with, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) otherwise publicly disclose the existence and terms of this Agreement under obligations of confidentiality to agentshereof or thereof to, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release securities exchange or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5any Governmental Entity, the Parties agree to use shall coordinate in advance on the following staged process in disclosing the existence and terms form of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of or applicable Ancillary Agreement or the agreed redacted version of this Agreement terms to any potential acquirers, partners be so filed or disclosed and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing permit the other Party with [*] to provide comments and take such comments into account in good faith prior written notice (which to making such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Partyfiling.

Press Releases and Other Disclosures. The Parties hereby each approve the form forms of joint separate press release releases set forth in Schedule 8.5 13.12 hereto and shall will cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, subject to Section 9.4, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance, which advance approval shall not be unreasonably withheld, conditioned or delayed (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIIIIX). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5Section, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 13.12 or of this ARTICLE VIIIIX, a Party may (a) disclose the existence and terms of the this Agreement where required, as [*] = 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. reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors advisors, contractors, investors and contractorssublicensees, and to potential agents, advisors, and contractors, investors and sublicensees, in connection with such Party’s activities hereunder and in connection with such Party’s financing activities and (c) publicly announce any of the matters set forth in Schedule 8.513.12, provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for purposes of clarity, excludes clinical trial results) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint press release set forth in Schedule 8.5 and shall cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.5, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.5, Schedule 8.5 or of this ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors and contractors, and to potential agents, advisors, and contractors, and (c) publicly announce any of the matters set forth in Schedule 8.5, provided that the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = 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 406 of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*[ * ]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of [*] = 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 406 of the Securities Act of 1933, as amended. 57 such transaction), subject to providing the other Party with [*[ * ] prior written notice (which such notice shall include the name of such potential acquirer, partner or investor, provided that the other Party agrees in writing to maintain the confidentiality of the fact that such Person is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such Party shall have the right to disclose an unredacted version of the Agreement to such Third Party.

Press Releases and Other Disclosures. The Parties hereby each approve the form of joint respective English language and Chinese language press release releases set forth in Schedule 8.5 8.4 and shall will cooperate in the release thereof as soon as practicable after the Effective Date. The Parties also recognize that each Party may from time to time desire to issue additional press releases and make other public statements or public disclosures regarding the subject matter of this Agreement. In such event, the Party desiring to issue an additional press release or make such a public statement or disclosure shall provide the other Party with a copy of the proposed press release, statement or disclosure for review and approval in advance (except that neither Party shall have any obligation to disclose Confidential Information except to the extent required or permitted pursuant to this ARTICLE VIII). No other public statement or public disclosure concerning the existence or terms of this Agreement shall be made, either directly or indirectly, by either Party, without first obtaining the written approval of the other Party. Once any public statement or disclosure has been approved in accordance with this Section 8.58.4, then either Party may appropriately communicate information contained in such permitted statement or disclosure. Notwithstanding the foregoing provisions of this Section 8.58.4, Schedule 8.5 8.4 or of this ARTICLE VIII, a Party may (a) disclose the existence and terms of this Agreement where required, as reasonably determined by the disclosing Party, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, (b) disclose the existence and terms of this Agreement under obligations of confidentiality to agents, advisors advisors, contractors, investors and contractorsacquirors, and to potential agents, advisors, contractors, investors and contractorsacquirors, and (c) publicly announce any of the matters set forth in Schedule 8.58.4, provided that such announcements do not entail disclosure of non-public technical or scientific information (which, for clarity, excludes clinical trial results that are subject to disclosure pursuant to Section 8.3) and the announcing Party provides the other Party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release or publication thereof to afford such other Party a reasonable opportunity to review and comment upon the proposed text. In an [*] = Certain confidential information contained To the extent a Party determines in good faith that it is required by applicable Law to publicly file, register or notify this documentAgreement with a Governmental Authority, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission including public filings pursuant to Rule 406 securities Laws, it shall provide the proposed redacted form of the Securities Act of 1933, as amended. effort to facilitate the Parties’ disclosure of the existence and terms of this Agreement to certain Third Parties (under obligations of confidentiality at least as strict as those contained in this Article VIII) not otherwise permitted by this Section 8.5, the Parties agree to use the following staged process in disclosing the existence and terms of this Agreement to existing and potential acquirers, partners and investors. Each Party may initially disclose to potential acquirers, partners and investors (under obligations of confidentiality) an agreed redacted version of this Agreement, which the Parties shall jointly prepare and use good faith efforts to agree to promptly after the Effective Date; provided, that if either Party seeks to disclose the existence and terms of this Agreement to potential acquirers, partners and investors prior to the Parties’ agreeing on a redacted version of this Agreement in a manner not permitted by this Section 8.5, [*]. Following disclosure of the agreed redacted version of this Agreement to any potential acquirers, partners and investors, if such potential acquirers, partners and investors proceed to an advanced stage of diligence and evaluation of the applicable Party (and in any event after the execution of such transaction), subject to providing the other Party with [*] a reasonable amount of time prior written notice (which to filing for the other Party to review such notice draft and propose changes to such proposed redactions. The Party making such filing, registration or notification shall include incorporate any proposed changes timely requested by the name of such potential acquirerother Party, partner or investorabsent a substantial reason to the contrary, provided and shall use commercially reasonable efforts to seek confidential treatment for any terms that the other Party agrees in writing timely requests be kept confidential, to maintain the confidentiality of the fact that extent such Person confidential treatment is a potential acquirer, partner or investor of such Party, and to not use the knowledge of such fact for any purpose other than maintaining an internal record as to which Third Party has had access to an unredacted version of this Agreement), such reasonably available consistent with applicable Law. Each Party shall have the right to disclose an unredacted version of the Agreement to be responsible for its own legal and other external costs in connection with any such Third Partyfiling, registration or notification.