Common use of Public Announcements Clause in Contracts

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon So long as this Agreement is in effect, Parent and Merger Sub, on the content of one (1) joint press release that hand, and the Company, on the other, shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall not issue any other public announcement, press release or other make any public disclosure regarding statement with respect to the Offer, the Merger or this Agreement or its subject matter without the other Party’s prior written consentconsent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, as may be required by Applicable applicable Law or the rules or regulations of a stock any applicable United States securities exchange on or regulatory or governmental body to which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isrelevant party is subject, in which case the opinion of its counsel, party required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment on such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far release or announcement in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonsuch issuance. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees the restrictions set forth in this Section 5.6 shall have not apply to any public release or public announcement (x) made or proposed to be made by the right to publicly disclose researchCompany in connection with an Acquisition Proposal, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provideda Superior Proposal or a Change of Board Recommendation or any action taken pursuant thereto, in each case, that such disclosure is subject to does not violate Section 5.3 or (y) in connection with any dispute between the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationparties regarding this Agreement or the transactions contemplated hereby. Neither Party shall be required to seek The press release announcing the permission of the other Party to disclose any information regarding the terms execution and delivery of this Agreement shall not be issued prior to the approval of each of the Company and Parent. The Company shall (i) file one or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM more current reports on Form 8-K with the SEC attaching the announcement press release and a copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching the announcement press release. Parent and Merger Sub shall file a pre-commencement communication on Schedule TO THE COMPANY IF PUBLICLY DISCLOSEDwith the SEC attaching the announcement press release. been publicly disclosed by such Party or by Notwithstanding anything to the other Party, contrary in accordance with this Section 9.5; provided5.6, that each of the parties may make public statements in response to questions by press, analysts, investors, business partners or those attending industry conferences or financial analyst conference calls, so long as such information remains accurate as of such time statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and provided the frequency and form of such disclosure are reasonableCompany.

Public Announcements. The Parties have agreed upon During the content of one Pre-Closing Period, (1a) joint press release that shall be issued substantially in neither the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party Company nor Seller or Affiliates or Representatives thereof shall issue any other public announcement, press release or other make any public disclosure statement regarding this Agreement Agreement, or its subject matter regarding any of the transactions contemplated by this Agreement, without the other Party’s Purchaser's prior written consent, except for and (b) Purchaser shall not (and Purchaser shall not permit any such disclosure that isof its Affiliates and Representatives to) issue any press release or make any public statement regarding this Agreement, in the opinion or regarding any of the Disclosing Party’s counseltransactions contemplated by this Agreement, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] without Company's prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonwritten consent. Notwithstanding the foregoingprovisions of the preceding sentence, AbbVie each party or any Affiliate thereof whose shares are publicly traded shall be permitted to issue any press release or make any public statement as is required by or (in its reasonable judgment) advisable in connection with any Legal Requirement, including, without limitation, Nasdaq rules, providedthat it first consults with the other party hereto as to the timing and its Affiliates substance thereof. Each of Purchaser, the Company and its Seller acknowledge that certain of the proceedings required to obtain consents to or approvals of the Transactions from Governmental Bodies are public, and consent to the filings and disclosures required during the Pre-Closing Period pursuant to Section 6.1 hereof notwithstanding anything to the contrary in this Section 6.2; provided that the parties hereto shall use their Sublicensees shall have commercially reasonable efforts to cause the right Governmental Bodies with which contacts may be made in order to publicly disclose research, development obtain such consents or approvals to maintain the confidentiality of this Agreement and commercial information (including the Transactions to the fullest extent practicable. To the extent inconsistent with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party this Section 6.2, the Non-Disclosure Agreement dated October 6, 2010 between the Company and Purchaser (the "Confidentiality Agreement") is expressly superseded hereby and shall be required deemed amended to seek conform hereto. In addition, the permission parties agree that, by virtue of the other Party to disclose any information regarding the terms execution of this Agreement, they agree that the Confidentiality Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate shall be construed as of such time and provided the frequency and form of such disclosure are reasonablea mutual confidentiality agreement.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially to make an announcement in the form attached hereto as set out in Schedule 9.510.4 on the date of execution of this Agreement. Subject to the foregoing and Section 10.2.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually have agreed by the Parties. Neither that neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required to be disclosed by the disclosing Party (or any of its Affiliates) by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or any of its parent entityAffiliates) are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted). If In the event a Party (or any of its Affiliates) is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed or admitted to trading (or to which an application for listing or admission to trading has been submitted) to make such a public disclosure, such Party (or its relevant Affiliate) shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosuredisclosure or such shorter period as required to ensure compliance with Applicable Law) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.510.4; provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) joint a press release that which shall be issued substantially in the form attached hereto as Schedule 9.57.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed following delivery by Receptos of the Partieswritten notification and supporting documentation contemplated by Section 10.3.1. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted) (“Required Public Disclosure”). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, AbbVie Receptos, its Sublicensees and the respective Affiliates of Receptos and its Affiliates and its and their Sublicensees shall have the right to publicly disclose researchannounce, make a press release, or make other public disclosures of development activities or information regarding the Licensed Compound in the Lead Indication pursuant to the Development Plan and commercial information Budget and this Agreement (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 Sections 7.1 through 7.3 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission Information of AbbVie and (ii) no use of the other Party to disclose any information regarding the terms name of this Agreement AbbVie (or insignia, or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTcontraction, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party abbreviation or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableadaptation thereof) occurs without AbbVie’s prior written permission.

Public Announcements. The Parties have agreed upon public disclosure to be made by any of the content parties accompanying the announcement of one (1) joint the Contemplated Transactions, including, among other things, the initial press release that shall to be issued substantially in with respect to the form attached hereto as Schedule 9.5Contemplated Transactions, the release description of which the Parties shall coordinate in order to accomplish such release promptly upon a date Contemplated Transactions for purposes of the notification and report form to be mutually filed pursuant to the HSR Act, the description of the Contemplated Transactions for purposes of any filings to be made with the Securities and Exchange Commission (including, without limitation, an amendment to GE's Schedule 13D relating to the LM Common Stock, a Form 8-K relating to the Contemplated Transactions to be filed by LM, together with the initial press release, and the initial joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman) and certain public statements to be made regarding the Contemplated Transactions, will be made only as agreed by the PartiesLM and GE, except as required by Applicable Law. Neither Party shall Each of GE and LM agrees that, except as required by Applicable Law, neither it nor any of its Affiliates will issue any other public announcement, press release or other make any public statement with respect to the Transaction Documents or the Contemplated Transactions without the prior consent of the other, which consent will not be unreasonably withheld or delayed, except that no such consent shall be required to the extent that such press release or public statement is consistent with the public disclosure regarding this Agreement heretofore agreed. To the extent that LM receives comments relating to the Contemplated Transactions from the Securities and Exchange Commission on its joint proxy statement and registration statement on Form S-4 to be filed by LM in connection with its acquisition of Northrop Grumman, GE agrees to respond to any written request from LM for GE's consent to additional or its subject matter without modified disclosure to be made concerning the other Party’s prior Contemplated Transactions within one Business Day following GE's receipt of LM's written consentrequest, except for any such disclosure that is, in the opinion which shall include a copy of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit relevant comments and the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and no provision of this Section 7.03 shall relieve any party from its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission obligations under Section 4.02 of the other Party to disclose any information regarding the terms Contribution Agreement or Section 6.01 of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTAgreement, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by as the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablecase may be.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this the Exclusive License Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted) (“Required Public Disclosure”). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on or securities listing organization non which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. In the event a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, such Party shall follow the aforementioned procedure for a Required Public Disclosure, provided that (i) the disclosing Party shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the disclosing Party must obtain the other Party’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. Notwithstanding the foregoing, AbbVie Receptos and its Affiliates and its Sublicensees and their Sublicensees respective Affiliates shall have the right to publicly disclose researchannounce, make a press release, or make other public disclosures of the development or commercial activities or information regarding the Licensed Compound and commercial information Licensed Products (including with respect to status, regulatory matters, timeline, budget and results of operations); provided (i) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 this Article 8 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission Information of AbbVie and (ii) no use of the other Party to disclose any information regarding the terms name of this Agreement AbbVie or its Affiliates (or insignia, or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTcontraction, MARKED BY [abbreviation or adaptation thereof) occurs without AbbVie’s prior written permission. ***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by * Confidential material redacted and filed separately with the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableCommission.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this the Collaboration Agreement or its subject matter (“Public Disclosure”) without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted) (“Required Public Disclosure”). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange or securities listing organization on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [to the extent possible, at least ***] * Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding In the foregoingevent a Party wishes to make a Public Disclosure that includes both Required Public Disclosures and other Public Disclosures, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek follow the permission of aforementioned procedure for a Required Public Disclosure, provided that (i) the other disclosing Party to disclose any information regarding shall expressly distinguish in writing between which disclosures are Required Public Disclosures and those that are not and (ii) the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such disclosing Party or by must obtain the other Party, in accordance ’s prior written consent regarding the part of the Public Disclosure that is not considered a Required Public Disclosure. *** Confidential material redacted and filed separately with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableCommission.

Public Announcements. The Parties have agreed upon initial press release with respect to the content execution of one (1) this Agreement shall be a joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually reasonably agreed upon by the PartiesParent and MLP. Neither Party Thereafter, neither MLP nor Parent shall issue or cause the publication of any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party announcement (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement extent not previously issued or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, made in accordance with this Section 9.5Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that such information remains accurate as (a) MLP shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of such time an MLP Alternative Proposal that the MLP Managing GP Board (upon the recommendation of the MLP Conflicts Committee) believes is bona fide and provided matters related thereto or an MLP Adverse Recommendation Change but nothing in this clause (a) shall limit any obligation of MLP under Section 5.3(d) to negotiate with Parent in good faith and (b) Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the frequency receipt and form existence of such disclosure a Parent Alternative Proposal that the Parent Managing GP Board (upon the recommendation of the Parent Conflicts Committee) believes is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this clause (b) shall limit any obligation of Parent under Section 5.4(d) to negotiate with MLP in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are reasonableconsistent with statements made in previous press releases, public disclosures or public statements made by Parent or MLP in compliance with this Section 5.6.

Public Announcements. The Within a reasonable time following the Effective Date of this Agreement, the Parties have agreed upon the content of one (1) will issue a joint press release that shall be issued substantially announcing the existence of this Agreement in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be and substance mutually agreed upon by the Parties. Neither Except as set forth in the preceding sentence, neither Party shall make any public announcement concerning the transactions contemplated herein, or make any public statement which includes the name of the other Party or any of its Affiliates or otherwise use the name of the other Party or any of its Affiliates in any public statement or document, without the written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may make such public announcements or disclosures as may be required by regulation, law or judicial order. Except for any regulatory, legal or judicial disclosure obligation, any such public announcement proposed by a Party that names the other Party shall first be provided in draft to the other Party which shall have fifteen (15) business days to review such draft prior to the issue any other public announcementor publication of the disclosure. Except as expressly permitted by this Section 9.2, press release neither Party shall publish or other public disclosure regarding otherwise disclose the existence of this Agreement Agreement, or its subject matter terms, without the other *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, however, that such disclosure is subject to a Party may disclose the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the existence and/or terms of this Agreement to such Party’s professional advisors and, on a confidential basis and subject to a written confidentiality agreement not less stringent then the confidentiality terms contained herein and of which the other Party is a third party beneficiary, to potential Third Party investors or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTacquirors or, MARKED BY [***]in the case of Proprius, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed to potential Sublicensees, in each case in connection with due diligence or similar investigations by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableThird Parties.

Public Announcements. The Parties have agreed upon the content of one (1) a joint press release that to announce the collaboration which shall be issued substantially in the form attached hereto as Schedule 9.5, the release 11.4 upon execution of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesthis Agreement. Neither Party shall issue any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter the Parties’ activities hereunder without the other Party’s prior written consentconsent (which shall not be unreasonably withheld, delayed, or conditioned), except for any such disclosure regarding [***], or any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (are listed, or its parent entity) are listed (or to which an application for listing has been submitted)is otherwise expressly permitted in accordance with this Article 11. If In the event a Party desires to make a public announcement regarding the exercise of any Option or payment of any milestone or that is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure, unless such proposed disclosure is required under Applicable Law, or the rules of an applicable securities exchange, in each case to be made in [***] Business Days or less) so as to provide a reasonable opportunity to comment thereon. Notwithstanding Specifically and notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, Parties acknowledge that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***]. As used in this Section 11.4, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED[***]. been publicly disclosed After release of any such press release, public announcement, public disclosure or presentation by such a Party or by the other Party, in accordance with this Section 9.5; provided11.4, that such Party may further disclose the information remains accurate as of contained such time and provided press release, public announcement, public disclosure or presentation without the frequency and form of such disclosure are reasonableneed for further notice to or review by the other Party under this Section 11.4 or otherwise.

Public Announcements. The Parties have agreed upon Each of the content of one Company, Guarantor, Parent and Merger Sub agrees that no public release or announcement concerning the Transactions (1including any communication required to be filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) joint press release that shall be issued substantially in by any party or its parent company or Subsidiaries without the form attached hereto prior written consent of the Company and Parent (which consent shall not be unreasonably withheld or delayed), except as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to or announcement may be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable applicable Law or the rules or regulations of a stock any applicable national securities exchange on or Governmental Entity to which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isrelevant party is subject, in which case the opinion of its counsel, party required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make the release or announcement shall use its reasonable best efforts to allow each other party reasonable time to comment on such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far release or announcement in advance as reasonably practicable (of such issuance. The Company, Parent and in no event less than [***] Merger Sub agree that the initial press release announcing the execution and delivery of this Agreement shall be a joint press release of, and shall not be issued prior to the anticipated date approval of disclosure) so as to provide a reasonable opportunity to comment thereoneach of, the Company, on the one hand, and Parent or Guarantor, on the other hand. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the foregoing provisions of ARTICLE 9 this Section 5.06, (i) Guarantor, Parent, the Parent Representatives, the Company and the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public releases or announcements concerning the Transactions that are not inconsistent with respect previous press releases or announcements made by Parent and/or the Company in compliance with this Section 5.06, (ii) Guarantor, Parent, the Parent Representatives, the Company and the Company Representatives and Guarantor’s and the Company’s respective Subsidiaries may make public statements in response to Morphic’s Confidential Information. Neither Party shall be required to seek specific questions by the permission of press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made jointly by the other Party to disclose any Company and Parent or Guarantor and do not reveal material, non-public information regarding the terms of this Agreement other parties, the Merger or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, Transactions and (iii) the restrictions set forth in accordance with this Section 9.5; provided5.06 shall not apply to any release or announcement made or proposed to be made in connection with, or in response to, a Change of Board Recommendation that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableis effected in compliance with Section 5.03.

Public Announcements. The Parties have agreed upon the content of one (1) a joint press release that which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesexecution of this Agreement. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted)listed. If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure, as well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] ([…***…]) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. The Party desiring to make any such public disclosure shall consider in good faith any comments provided by the other Party with respect to such disclosure. Notwithstanding the foregoing, AbbVie and AbbVie, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose announce, make a press release, or make other public disclosures of the research, development and commercial information Information (including with respect to regulatory matters) regarding the Licensed Products; provided, that (i) such disclosure is subject to the provisions of ARTICLE 9 Sections 9.1 through 9.3 with respect to Morphic’s Galapagos’ Confidential Information. Neither Party , and (ii) AbbVie shall be required to seek not use the permission name of the other Party to disclose any information regarding the terms of this Agreement Galapagos (or insignia, or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTcontraction, MARKED BY [abbreviation or adaptation thereof) without Galapagos’ prior written consent. ***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.Confidential Treatment Requested***

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Each Party shall issue any other have the right to make a public announcement, press release or other public disclosure regarding of the subject matter of this Agreement; provided that, such Party making such public announcement, press release or other public disclosure shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval. Each Party shall provide its comments, if any, within five (5) Business Days after receiving the other Party's proposed announcement for review. If either Party desires to make a subsequent public announcement, press release or other public disclosure concerning the subject matter of this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosureactivities hereunder, such Party shall submit give reasonable prior advance notice of the proposed disclosure in writing text of such announcement to the other Party for its prior review and approval, except that in the case of a press release or governmental filing required by applicable Law, the disclosing Party shall provide the other Party with such advance notice as far in advance as it reasonably practicable (can and in no event less than [***] shall use reasonable good faith efforts to consult with the other party prior to the anticipated date issuance of any public announcement, release or disclosure. Each such public disclosure shall contain appropriate references to the other Party if so requested. A Party commenting on such a proposed disclosure shall provide its comments, if any, within five (5) so as to provide a reasonable opportunity to comment thereonBusiness Days after receiving the proposed disclosure for review. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with With respect to regulatory matters) regarding the Licensed Products; providedany disclosures required by Law, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 9.5; provided11.4. Neither Party shall issue a press release or other public announcement relating to this Agreement without the other Party's prior written consent, except as permitted pursuant to this Section 11.4. Notwithstanding the above, if required by Law or if it is Licensor's customary practice to list the Product on its website, Licensor may disclose on its website that such information remains accurate as the other Party is the exclusive commercial partner of such time Party with respect to the Product and provided may use the frequency other Party's approved name and form logo in conjunction with such disclosure. Except as set forth in the immediately preceding sentence, each Party shall be required to obtain the written approval of such disclosure are reasonablethe other Party (not to be unreasonably withheld or delayed) prior to using the other Party's name, logo or similar identifiers, or to otherwise reference the other Party's Licensed Product in any way, in each case, in any of its marketing materials or on its website. Notwithstanding the foregoing, Licensee hereby acknowledges and agrees that [***].

Public Announcements. The Parties have agreed upon may issue a separate press release(s) on or following the content of one (1) joint press release that shall be issued substantially Execution Date as well as on or following the Closing Date, in the form approved by both Parties as of the Execution Date and attached hereto as Schedule 9.59, disclosing the release entry into and closing of, as applicable, this Agreement and its general subject matter. Except to the extent already disclosed in such initial press releases or, subject to Clause 13.2, to the extent required by Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of the securities of either Party or its Affiliates on any stock or securities exchange, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Each Party acknowledges that the other Party may wish to announce the achievement of Development milestones (including the initiation and completion of Clinical Studies) and/or the occurrence of significant regulatory events (including the submission of applications for Regulatory Approvals and the grant of Regulatory Approvals) concerning Licensed Product, and the Parties shall coordinate act in order good faith in these circumstances to accomplish attempt to quickly resolve any differences regarding the appropriateness and content of such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other with the understanding that nevertheless no such public disclosure regarding this Agreement or its subject matter announcement may be made by a Party without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission consent of the other Party (which shall not be unreasonably withheld or delayed) except to disclose any information regarding the terms extent already disclosed in such initial press releases or, subject to Clause 13.2, required by Law, regulation or judicial order, or the rules or regulations applicable to the listing or quoting of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such the securities of either Party or its Affiliates on any stock or securities exchange (it being understood that each of the events referred to above in this sentence would require disclosure by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time Genmab pursuant to applicable securities exchange rules and provided the frequency and form of such disclosure are reasonableregulations).

Public Announcements. The Parties have agreed upon the content 6.4.1. Subject to this Section 6.4.1, neither Party or any of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party its Affiliates shall issue any other public announcement, press release or other similar formal public disclosure (e.g., a disclosure required to be made in a registration statement, periodic report or similar filing) regarding this Agreement or its subject matter without the other Party’s prior written consent, except for such consent not to be unreasonably withheld, delayed or conditioned. The Party proposing to make such public announcement, press release or other similar formal public disclosure shall provide a copy of any such public announcement, press release or other similar formal public disclosure that isto the other Party reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules case of a stock exchange on which disclosure covered by the securities third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing or otherwise publicly disclosing such public announcement, press release or other similar formal public disclosure. In the Disclosing Party (or its parent entity) are listed (or event and to which an application for listing has been submitted). If the extent a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public announcement, press release or other similar formal public disclosure, such Party shall submit the proposed public announcement, press release or other similar formal public disclosure in writing to the other Party as far reasonably (to the extent practicable under the circumstances) but in advance as reasonably practicable (and in all cases no event less than [***] prior to one (1) Business Day in advance. Under the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding circumstances covered in the foregoing, AbbVie immediately preceding sentence and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to Section 5.7, the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither releasing Party shall not be obligated (a) to delay making any such public announcement, press release or other similar formal public disclosure beyond the time when the same is required to seek the permission of be made in order to facilitate review and comment by the other Party or (b) to disclose any information regarding refrain from issuing such public announcement, press release or other similar formal public disclosure for which approval has not been provided by the terms of this Agreement or any amendment hereto that has already other Party. In the event and to the extent a Party is, in *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE COMPANY IF PUBLICLY DISCLOSEDSECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been publicly disclosed by such submitted) to make any disclosure regarding this Agreement in any required filing, neither Party or by shall be required to seek the consent of the other PartyParty to repeat such disclosure in a subsequent required filing (but not, for clarity, in any other public announcement or a press release) by a Party in accordance with this Section 9.56.4.1; provided, provided that (i) such information disclosure remains accurate as of such time in light of the then-applicable circumstances and provided (ii) the frequency and form of such disclosure are reasonable, including in light of the context of such disclosure taking into account the passage of time and other circumstances. Subject to Section 3.4.2, Licensee may, without MedImmune’s consent, issue public announcements, press releases or other similar formal public disclosures solely regarding (x) clinical trials of Licensed Products, including the initiation, enrollment status and results thereof, (y) the filing, or acceptance for filing, of INDs and Drug Approval Applications for Licensed Products, or (z) the receipt of Regulatory Approvals with respect to Licensed Products; provided, however, that Licensee shall provide a copy of any such public announcements, press releases or other similar formal public disclosures to MedImmune reasonably (to the extent practicable under the circumstances) but in all cases no less than [***] (or, in the case of a public disclosure covered by the third sentence of this Section 6.4.1, one (1) Business Day) in advance of issuing such public announcement, press release or other similar formal public disclosure; provided, further, that any such public announcement, press release or other similar formal public disclosure that includes an AstraZeneca Product Reference shall be subject to MedImmune’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. In addition, either Party may disclose amounts paid to or received by either Party in respect of the achievement of any milestone events.

Public Announcements. The Parties have agreed upon the content Neither Seller, nor any of one (1) joint press release that Seller's Affiliates, successors or assigns, shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue make any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) announcements regarding the Licensed Products; providedexistence of this Agreement, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement and/or the transactions contemplated herein without the prior written approval of Buyer, which approval may be granted or any amendment hereto withheld in the sole and absolute discretion of Buyer. Seller further agrees that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(1) Buyer may file this Agreement and other documents evidencing the transactions contemplated herein, MARKED BY [***]including a description of the material terms thereof, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party with the Securities and Exchange Commission, without the prior approval of Seller, to the extent deemed necessary or by advisable in Buyer's reasonable discretion; and (2) Buyer may issue one or more press releases regarding this Agreement and/or the other Partytransactions contemplated herein, to the extent deemed advisable in accordance with this Section 9.5Buyer's reasonable discretion; provided, however, such press releases shall be reasonably approved by Seller prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Buyer to disclose the information required by securities laws and regulations). Buyer further agrees that (1) Seller may file this Agreement and other documents evidencing the transactions contemplated herein, including a description of the material terms thereof, with the Securities Exchange Commission and such other Canadian and British Columbian governmental authorities having jurisdiction over Seller, without the prior approval of Buyer, to the extent deemed necessary or advisable in Seller's reasonable discretion; and (2) Seller may issue one or more press releases regarding this Agreement and/or the transactions contemplated herein, to the extent deemed advisable in Seller's reasonable discretion; provided, however, such press releases shall be reasonably approved by Buyer prior to publication (such approval (i) not to be unreasonably conditioned, withheld or delayed, (ii) to be provided timely enough such that Seller satisfies its disclosure obligations under securities laws and regulations, and (iii) shall permit Seller to disclose the information remains accurate as required by securities laws and regulations). The covenants and agreements of such time and provided Seller set forth in this Section 4.4(b) hereof shall survive the frequency and form of such disclosure are reasonableClosing indefinitely.

Public Announcements. The Without limiting any other provision of this Agreement, Buyer and Seller Parties have agreed upon will consult with each other before issuing, and provide each other the content of one (1) joint opportunity to review and comment upon, any press release or public statement with respect to the terms of this Agreement and will not issue any such press release or make any such public statement prior to such consultation and consent of the other Party. Notwithstanding anything to the contrary in this Agreement, either Party may issue a press release or make a public statement with respect to the terms of this Agreement or the transactions contemplated by this Agreement without the consent of the other Party if and to the extent such disclosure is required by Law or the rules and regulations of any applicable securities exchange; provided, that shall be issued substantially in (i) notice of such requirement is promptly delivered to the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate other Party in order to accomplish provide an opportunity to seek a protective order or other similar order with respect to such release promptly upon information and (ii) the issuing Party thereafter discloses only the minimum information necessary to comply with the requirement, whether or not a date to be mutually agreed protective order or other similar order is obtained by the other Party. Any press releases prepared by Buyer and related to the Transferred Assets will be provided to Seller Parties at least [***] in advance of publication for Seller Parties’ review and comment (but not approval). Neither No Party shall issue use the trademark, trade name or logo of the other Party in any other public announcementpublicity, press news release or other public disclosure regarding relating to this Agreement or its subject matter without the other Party’s prior express written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party. Notwithstanding the above, each Party to and its Affiliates may disclose any information regarding on its website and in its promotional materials that the terms other Party is a development partner of this Agreement or any amendment hereto that has already such Party and may utilize the other Party’s name and logo in conjunction with such disclosure. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon Each Party hereto covenants and agrees that, except as provided for herein, it will not from and after the content of one (1) joint press date hereof make, issue or release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release release, statement or other public disclosure regarding this Agreement acknowledgment of the existence of, or its subject matter reveal publicly the terms, conditions and status of, the transactions contemplated herein, without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far to the content and time of release of and the media in advance as which such statement or announcement is to be made, such consent not to be unreasonably withheld; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either Party is required by law to make, issue or release, the making, issuing or releasing of any such announcement, statement, acknowledgment or revelation by the Party so required by law shall not constitute a breach of this Agreement if such Party shall have given, to the extent reasonably practicable (and in no event practicable, not less than [***] two calendar days prior notice to the anticipated date other Party, and shall have attempted, to the extent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other Party. Xxxxxxxx shall not use the name of disclosure) so as to provide a reasonable opportunity to comment thereonBuyer or any of its Affiliates for advertising or promotional purposes without the prior written consent of Buyer. Notwithstanding In furtherance of the foregoing, AbbVie and Xxxxxxxx shall not originate any publicity or other announcement, written or oral, whether to the public, the press, the trade, Buyer’s or Xxxxxxxx’x customers or otherwise, relating to this Agreement or the existence of an arrangement between the Parties, without the prior written approval of Buyer. To the extent the name “Xxxxxxxx”, its trademark and/or associated design is not required to appear on the front of the Instrument under the terms of this Agreement, Buyer shall not have the right to use the name of Xxxxxxxx or any of its Affiliates and for advertising or promotional purposes without the prior written consent of Xxxxxxxx, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent the name “Xxxxxxxx”, its and their Sublicensees trademark and/or associated design is required to appear on the front of the Instrument under the terms of this Agreement, Buyer shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding identify Xxxxxxxx as the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission manufacturer of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other PartyInstruments on its website, in accordance with this Section 9.5; provided, that such information remains accurate as of such time press releases and provided the frequency in advertising and form of such disclosure are reasonablepromotional materials for any Final Product (or component thereof).

Public Announcements. The Parties have agreed upon On the content date of one (1) joint this Agreement, the Company will announce this Agreement by means of the press release that shall be issued substantially mutually agreeable to the Company and Xxxxx in the form attached hereto as Schedule 9.5Exhibit B (the “Press Release”). Except as otherwise permitted in this Agreement, during the release Standstill Period neither the Company (including the Board and members of which the Parties shall coordinate in order Board) nor the Xxxxx Stockholders will make any public statements with respect to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the matters covered by this Agreement (including in any filing with the SEC, any other Party’s prior written consentregulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in this Agreement or the Press Release, except for as required by law. For the avoidance of doubt, neither the Company (including the Board and members of the Board) nor the Xxxxx Stockholders will make any such public statements with respect to this Agreement or the matters covered by this Agreement after the execution of this Agreement and before the issuance of the Press Release. The Company will promptly prepare and file with the SEC a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement. All disclosure that is, in the opinion of Form 8-K will be consistent with this Agreement and the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted)Press Release. If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (The Company will provide Xxxxx and in no event less than [***] prior to the anticipated date of disclosure) so as to provide his counsel with a reasonable opportunity to review and comment thereonon the Form 8-K prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. Notwithstanding As soon as reasonably practicable, the foregoingCompany will prepare and file with the SEC a proxy statement on Schedule 14A, AbbVie a proxy card and its Affiliates other related materials concerning the 2023 Annual Meeting (the “Proxy Materials”). All disclosure in the Proxy Materials relating to matters covered by this Agreement will be consistent with this Agreement and its the Press Release. The Company will provide Xxxxx and their Sublicensees shall have the right his counsel with a reasonable opportunity to publicly disclose research, development review and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission comment on excerpts of the other Party to disclose any information regarding the terms of Proxy Materials describing matters covered by this Agreement or otherwise relating to Xxxxx prior to filing, and will consider in good faith any changes proposed by Xxxxx or his counsel. Xxxxx will promptly prepare and file with the SEC an amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTto his Schedule 13D (the “Schedule 13D Amendment”) reporting the entry into this Agreement. All disclosure in the Schedule 13 Amendment will be consistent with this Agreement and the Press Release. Xxxxx will provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule 13D Amendment prior to filing, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or and will consider in good faith any changes proposed by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableCompany or its counsel.

Public Announcements. The Each Party agrees that, prior to Closing, the consent (as to both form and content), not to be unreasonably withheld, of the other Parties have agreed upon the content of one (1) joint shall be obtained prior to issuing any press release or making any public statement with respect to this Agreement or the other Transaction Documents or the Transactions, except to the extent that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without announcement is required in connection with the other Party’s prior written consentAuction, except for the Bid Procedures Order, any such disclosure that is, in the opinion order of the Disclosing Party’s counsel, required Bankruptcy Court or by Applicable Law and such prior notice is not practicable given the circumstances giving rise to the requirement to issue such release; provided that Buyer Parent, Buyer, Sellers and Basic Parent shall be permitted to issue a press release or make a public announcement upon the rules execution of this Agreement to announce such execution of this Agreement and will provide the other Parties with a stock exchange on which the securities copy of the Disclosing Party (such press release or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, public announcement in the opinion advance of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make release and provide such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide Parties with a reasonable opportunity to comment thereon. Notwithstanding on the foregoingsame; provided, AbbVie further that Buyer Parent shall be permitted to issue a public press release and/or file a current, annual or quarterly report with the Securities and its Affiliates Exchange Commission containing material non-public confidential information of Sellers (including, as applicable, financial and its and their Sublicensees shall have the right to publicly disclose research, development and commercial operational information (including of Sellers and/or with respect to regulatory mattersthe Assets) regarding that was disclosed to equity investors of Buyer Parent and/or Buyer and their Representatives in connection with the Licensed Products; provided, that such disclosure is subject financing of the Transactions if and to the provisions extent required to cleanse such Persons of ARTICLE 9 such material non-public information, and Buyer will provide Sellers with a copy of such press release and/or report in advance of its release and provide Sellers with a reasonable opportunity to comment on the same. From and after the Closing, Buyer and Sellers will provide each other a copy of any press release or other public announcement with respect to Morphic’s Confidential Information. Neither Party shall be this Agreement, the other Transaction Documents or the Transactions that Buyer Parent, Buyer, Basic Parent or a Seller proposes to issue or make in advance of its release and provide the others with a reasonable opportunity to comment on the same, except to the extent that such press release or other public announcement is required to seek the permission by any order of the other Party Bankruptcy Court or Applicable Law and such prior notice is not practicable given the circumstances giving rise to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by requirement to issue such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablerelease.

Public Announcements. The Parties have agreed upon Each of BioLite, BioKey, Parent and each Merger Sub agrees that no public release or announcement (including public filings with the content of one (1SEC) joint press release that concerning the transactions contemplated hereby shall be issued substantially in by any party without the form attached hereto prior written consent of BioLite, BioKey and the Parent (which consent shall not be unreasonably conditioned, withheld or delayed), except as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to or announcement may be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules or regulations of a stock exchange on any applicable Governmental Body to which the securities relevant party is subject or submits, wherever situated, in which case the party required to make the release or announcement shall use commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance, it being understood that the final form and content of any such release or announcement, to the extent so required, shall be at the final discretion of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsdisclosing party; provided, that such disclosure is subject Parent may include disclosures relating to the provisions of ARTICLE 9 transactions contemplated hereby in its periodic filings with respect the SEC without seeking consent from, or consulting with, any other party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent, BioLite and BioKey (or made individually by BioLite, BioKey, or Parent, if previously consented to Morphic’s Confidential Information. Neither Party by the other party); provided, finally, that (i) BioLite shall not be required to seek provide Parent or BioKey any such opportunity to review or comment in connection with the permission receipt and existence of a BioLite Acquisition Proposal and matters related thereto or a BioLite Adverse Recommendation Change or other communications contemplated by Section 7.4(b), and (ii) BioKey shall not be required to provide Parent or BioLite any such opportunity to review or comment in connection with the receipt and existence of a BioKey Acquisition Proposal and matters related thereto or a BioKey Adverse Recommendation Change or other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed communications contemplated by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable7.5(b).

Public Announcements. The Parties have agreed upon the content of one (1) joint parties agree that GRNQ shall be entitled to issue a press release that shall be issued substantially in (the form attached hereto as Schedule 9.5, “Press Release”) and one or more Form 8-Ks with respect to the release announcement of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure transactions contemplated hereby (the “Announcements”); provided that is, in the opinion of the Disclosing Party’s counsel, unless required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isrequirements, in no event shall such Announcements disclose the opinion shareholders of its counselGRBV. GRNQ shall prepare the initial draft of any such Press Release, provide GRBV with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of GRBV in good faith and use reasonable efforts to resolve any disagreements with GRBV on the contents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, both parties shall not issue any such press release or make any such public statement without the rules prior consent of a GRBV (which consent shall not be unreasonably withheld or delayed), GRBV shall not issue any such press release or make any such public statement without the prior consent of GRNQ, and no such press release or public announcement shall disclose the shareholders of GRBV unless required by Applicable Law or stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsrequirements; provided, however, that if disclosure is required by Applicable Law, both parties shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such disclosure other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, GRNQ shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is subject to consistent with any public statement previously issued or made by GRNQ in accordance with the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be this ‎Section 6.3 or that are required to seek be disclosed pursuant to the permission 1933 Act, the 1934 Act or the requirements of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablenational securities exchange.

Public Announcements. (a) The Parties have agreed upon shall agree on the content and form of one (1) joint the expected press release that from each Party and shall be issued substantially in coordinate to the form attached hereto as Schedule 9.5extent reasonably practicable, the release timing of which the Parties shall coordinate initial press releases in order to accomplish such release the same promptly upon execution and delivery of this Agreement. The initial press releases of the Parties are attached hereto as Exhibit 12.5(a). Except to the extent already disclosed in a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that isas may be required, in the opinion good faith discretion of the Disclosing such Party’s counsel, required by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or the rules of a stock exchange on which or quotation system rule without first obtaining the securities approval of the Disclosing other Party (and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or its parent entity) are listed (delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to which an application for listing has been submitted). If a Party isbe made by law, in the opinion of its counsel, required by Applicable Law judicial order or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (quotation system rule, the Party making such press release or to which an application for listing has been submitted) to make such a public disclosure, such Party announcement shall submit the proposed disclosure in writing provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure) so as time when the same is required to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationbe made. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, Party in accordance with this Section 9.512.5(a); provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto set out as Schedule 9.511.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by will not disclose until August 25, 2016. Other than this press release, neither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the Parties. Neither Party one hand, and Denali and its Affiliates on the other, shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Partyother’s prior written consentconsent regarding the timing and content, except for any such disclosure that is, in the opinion of the Disclosing Partydisclosing entity’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) disclosing entity are listed (or to which an application for listing has been submitted). If a Party In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party entity shall submit the proposed disclosure in writing to Denali (if the other Party entity is Licensor, F-star GmbH, or F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than [***] seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and Denali, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of ARTICLE 9 11 with respect to MorphicLicensor’s Confidential Information. Neither Party Information and Section 11.6 and (b) Denali shall be required to seek not use the name of Licensor, F-star GmbH, F-star Ltd or its or their respective Affiliates (or insignia, or any contraction, abbreviation or adaptation thereof) in such disclosure without prior written permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableapplicable entity.

Public Announcements. The Parties have agreed upon agree that prior to any Party making any public announcement or statement with respect to the content transaction contemplated by this Agreement, such Party shall notify the other Party at least 72 hours prior to disclosure (unless applicable Law requires such disclosure to be made sooner, in which case the disclosing party shall consult with the other Party reasonably in advance of one (1disclosure) joint press release that and obtain the written approval of the other Party to the text of such announcement or statement, which approval may be withheld for any reason. Nothing contained in this Section shall be issued substantially construed to require either Party to obtain approval of the other Party or its Affiliates to disclose information with respect to the transaction contemplated by this Agreement to any Governmental Authority and/or the public to the extent required by applicable Law or stock exchange regulation, including in connection with a financing transaction or securities offering undertaken by a Party or such Party’s Affiliates; provided that a Party required to make such a disclosure shall consult with the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish other Party at least 72 hours (unless applicable Law requires such release promptly upon a date disclosure to be mutually agreed by made sooner, in which case the Parties. Neither disclosing party shall consult with the other Party reasonably in advance of disclosure) prior to making such disclosure and in no event shall issue Purchaser use the name “Xxxxxxxx” or “Piloncillo” in any other public announcement, press release or other public disclosure announcement prior to Closing without the consent of Sellers. In the event a Party has approved or been consulted with respect to any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing party has approved or been consulted with respect to, as applicable, to the extent required by applicable Law or stock exchange regulation to be disclosed to a Governmental Authority or the public. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, Purchaser and any of its Affiliates may, without the prior written consent of Sellers, but after consultation with Sellers at least 24 hours in advance, disclose the terms and provisions of this Agreement and any information regarding this Agreement and the transactions contemplated hereby (including, without limitation, the Assets and any related financial, reserve, production and other information or such other information deemed necessary by Purchaser or its subject matter without Affiliates, but excluding the Ongoing Confidential Information) in or in connection with (i) offering materials for a public or private offering of securities or other Party’s prior written consentfinancing transaction of Purchaser or any of its Affiliates, and/or (ii) one or more customary investor presentations or related conference calls by Purchaser or its Affiliates with investors or analysts. For a period of one year from the date such information is provided, Sellers will treat all material non-public information of Purchaser or its Affiliates provided to Sellers in connection with the immediately preceding sentence as strictly confidential and will not use any such information other than for the purpose of such consultation, provided that Purchaser has notified Sellers as to which information Purchaser considers to be material non-public information of Purchaser or its Affiliates. The Parties agree that the Confidentiality Agreement shall terminate and be of no further force and effect at and after the Closing, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Ongoing Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon initial press release concerning this Agreement and the content of one (1) Merger will be a joint press release that shall reasonably acceptable to the Company and Parent and will be issued substantially promptly following the execution and delivery of this Agreement. Thereafter, except in connection with the form attached hereto as Schedule 9.5matters contemplated by ‎Section 6.04, Parent and the release of which the Parties Company shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue consult with each other before issuing any press release, making any other public announcementstatement, or scheduling any press release conference or other public disclosure regarding conference call with investors or analysts, with respect to this Agreement or its subject matter without the transactions contemplated hereby (other Party’s prior written consentthan any press release, communication, public statement, press conference or conference call which has a bona fide purpose that does not relate to this Agreement or the transactions contemplated hereby and in which this Agreement and the transactions contemplated hereby are mentioned only incidentally) and, except for in respect of any such disclosure that is, in the opinion of the Disclosing Party’s counsel, public statement or press release as may be required by Applicable Law or the rules any listing agreement with or rule of a stock any national securities exchange on which the securities of the Disclosing Party (or its parent entity) are listed (association, shall not issue any such press release or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law make any such other public statement or the rules of a stock exchange on which its (schedule any such press conference or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to conference call before obtaining the other Party as far in advance as reasonably practicable party’s written consent (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonwhich consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, AbbVie after the issuance of the initial press release or any press release or the making of any public statement with respect to which the foregoing consultation procedures have been followed, (a) either party may issue such additional publications or press releases and make such other customary announcements and public statements without consulting with any other party hereto so long as such additional publications, press releases, announcements and public statements do not disclose any non-public information regarding the transactions contemplated by this Agreement beyond the scope of the disclosure included in and as materially consistent with, the initial press release or another press release or public statement with respect to which the other party had been consulted and (b) Parent and its Affiliates may provide information regarding this Agreement and its the transactions contemplated hereby to their respective existing or prospective limited partners and their Sublicensees shall have other investors on a confidential basis to the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that extent such disclosure is recipients are subject to customary confidentiality obligations prior to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as receipt of such time and provided the frequency and form of such disclosure are reasonableinformation.

Public Announcements. The Parties have agreed upon Until the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5Closing, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither neither Party shall issue make any other public announcement, press release or other public disclosure announcement regarding the existence of this Agreement Agreement, the contents hereof or its subject matter the transactions contemplated hereby without the prior written consent of the other Party’s prior written consent; provided, except however, that the foregoing shall not restrict disclosures by Purchaser or Seller which are (a) necessary, upon advice of counsel, for such disclosing Party to comply with by applicable securities or other Laws or regulations or the applicable rules of any such disclosure that isstock exchange having jurisdiction over the disclosing Party or its Affiliates or (b) necessary for a Party to perform this Agreement, in the opinion of the Disclosing including disclosures to Governmental Bodies, a Party’s counselattorneys, required lenders or financial advisors (provided that such attorneys, lenders or advisors are obligated to keep such information confidential), or third parties holding preferential rights to purchase, rights of consent or other rights that may be applicable to the transactions contemplated by Applicable Law this Agreement, as reasonably necessary to provide notices, seek waivers, amendments or termination of such rights, or seek such consents; and provided further that Purchaser may disclose the rules existence and contents of a stock exchange on which this Agreement and the securities of transactions contemplated hereby to the Disclosing Party Standard & Poor’s and Xxxxx’x rating agencies (or its parent entity) provided that such agencies are listed (or obligated to which an application for listing has been submittedkeep such information confidential). If a Party isAt or after Closing, in the opinion content of its counsel, required by Applicable Law any press release or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party announcement shall submit the proposed disclosure in writing be subject to the other Party as far in advance as reasonably practicable (prior review and in no event less than [***] prior to the anticipated date reasonable approval of disclosure) so as to provide a reasonable opportunity to comment thereonSeller and Purchaser. Notwithstanding the foregoing, AbbVie Seller acknowledges and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, agrees that such disclosure Purchaser is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek make a public announcement and filing with the permission of the other Party to disclose any information Securities and Exchange Commission (regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTand the Upstream Purchase Agreement and the transactions contemplated hereby and thereby), MARKED BY [***]including filing said agreements. Purchaser will provide Seller with a reasonable opportunity to review and comment upon such public announcement and filing, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time including all exhibits thereto (and provided the frequency and form of such disclosure are reasonablewill consider Seller’s reasonable comments timely made thereto) prior to their release.

Public Announcements. The Parties have agreed upon initial press release with respect to the content execution of one (1) joint this Agreement shall be a NeoGenomics press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly reasonably agreed upon a date to be mutually agreed by the PartiesSeller. Neither No Party or any Affiliate or Representative of any Party shall issue or cause the publication of any other public announcement, press release or public announcement or otherwise communicate with any news media in respect of the Transaction Agreements or the Transactions without the prior written consent of any other public disclosure regarding this Agreement Parties (which consent shall not be unreasonably withheld, conditioned or delayed), except as a Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its subject matter without Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to (a) advise the other Party’s prior written consent, except for any Parties before making such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party and (or its parent entityb) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make provide such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide Parties a reasonable opportunity to review and comment thereonon such release or announcement and consider in good faith any comments with respect thereto. Notwithstanding the foregoing, AbbVie the Parties agree to develop a mutually agreed upon set of taking points that either party may use with the news media or investors without first seeking written consent of the other party. No Party shall make publicly available any Transaction Agreement (or any portion of any Transaction Agreement) (whether before or after the Closing) without the prior written consent of the other Parties, except as any Party believes in good faith and based on reasonable advice of counsel is required by applicable Law or by applicable rules of any stock exchange or quotation system on which such Party or its Affiliates lists or trades securities (in which case the disclosing Party will use its reasonable best efforts to advise the other Parties before making such disclosure and, upon the request of the other Parties, the Parties will work together in good faith to agree and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including pursue appropriate confidential treatment requests with respect to regulatory matters) regarding such Transaction Agreements). This Section 13.04 shall not apply to disclosures by a Party to its Representatives for the Licensed Products; providedpurpose of obtaining advice in connection with the Transactions, it being understood that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall Representatives will be required to seek the permission informed of the other Party confidential nature of the Transactions and Transaction Agreements and will be directed to disclose any treat such information regarding as confidential in accordance with the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have agreed upon Until the content Closing, no Party nor any Affiliate or representative of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, or cause the publication of the initial press release or other public disclosure regarding this Agreement announcement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, subsequent press release or public announcement in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTeach Party may make internal announcements to its employees that are consistent with such Party’s prior public disclosures regarding this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby without such consent; provided, MARKED BY [***]further, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been that (i) either Party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly disclosed by such traded securities, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided, further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other PartyParty or its Affiliates of the press releases attached hereto as Exhibit E or any other disclosures of the type contained, or similar to the disclosures, in accordance such press releases. In the event a Party has approved any disclosures as required hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Purchaser’s release from its confidentiality obligations under Section 6.2(a) and the Confidentiality Agreement after the Closing, Purchaser and any of its Affiliates may, without the prior written consent of Seller or any of its Affiliates, but after consultation with the Seller at least twenty-four (24) hours in advance (if before the Closing and including any consultation prior to the date hereof), disclose the terms and provisions of this Section 9.5; providedAgreement and any information regarding this Agreement and the transactions contemplated hereby (including the Business, that the Financial Statements, the Interim Financial Statements, and the Supplemental Financial Statements, if applicable, and any related financial information and such other information remains accurate as of such time deemed necessary by Purchaser or its Affiliates) in or in connection with (i) offering materials for a Financing, and/or (ii) one or more customary investor presentations or related conference calls by Purchaser and provided the frequency and form of such disclosure are reasonableits Affiliates with investors or analysts.

Public Announcements. The Parties have agreed upon the content of one (1) joint On or prior to Closing, no party hereto shall make any press release that shall be issued substantially in the form attached hereto as Schedule 9.5release, public statement or public announcement with respect to this Agreement, the release other Transaction Agreements or the Transactions without the prior written consent of which (i) Parent if such press release, public statement or announcement is made by W or the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by Company, (ii) Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P., if the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement statement or announcement is made by Parent, and (iii) the Company if the press release or public statement or announcement is made by Parent; provided, however, that each party hereto may make any press release, public statement or public announcement which such party determines, after consultation with its subject matter without the other Party’s prior written consentoutside legal counsel, except for is required by applicable law or any such disclosure that islisting agreement with any national securities exchange or The NASDAQ Stock Market, Inc., in which case, the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) party desiring to make such a public disclosure, such Party disclosure or announcement shall submit the proposed disclosure in writing use its reasonable best efforts to consult with the other Party as far in advance as reasonably practicable (and in no event less than [***] parties hereto prior to making such disclosure or announcement. Following the anticipated date of disclosure) so as Closing, Parent and the Surviving Corporation, on the one hand, and W, on the other hand, shall consult with each other prior to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoingmaking any press release, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including public statement or public announcement with respect to regulatory matters) regarding this Agreement, the Licensed Products; providedother Transaction Agreements or the Transactions, provided that any such press release, public statement or public announcement made by Parent or the Surviving Corporation that includes the name of any WCAS Securityholder shall require the prior consent of Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. (provided that if such press release, public statement or public announcement is required by applicable law or any listing agreement with any national securities exchange or The NASDAQ Stock Market, Inc., Parent or the Surviving Corporation, as applicable, shall not be obligated to obtain Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P.'s prior consent but shall use its reasonable best efforts to consult with Welsh, Carson, Xxxxxxxx & Xxxxx VIII, L.P. prior to making such disclosure is subject or announcement). Nothing in this Section 8.08 shall limit the ability of W or the Company, consistent with their respective obligations under the Confidentiality Agreements, to communicate with its partners, investors or shareholders (A) as required by applicable law, (B) in the provisions ordinary course of ARTICLE 9 business or (C) in connection with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission approval and consummation of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableTransactions.

Public Announcements. The Parties have agreed upon initial press release with respect to the content execution of one (1) this Agreement shall be a joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually reasonably agreed upon by Parent and the PartiesPartnership. Neither Party Thereafter, neither the Partnership nor Parent shall issue or cause the publication of any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party announcement (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement extent not previously issued or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, made in accordance with this Section 9.5Agreement) with respect to this Agreement or the transactions contemplated by this Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the NYSE or other national securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other party); provided, however, that such information remains accurate as (i) the Partnership shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of such time a Partnership Alternative Proposal that the GP Conflicts and provided Audit Committee believes in good faith is bona fide and matters related thereto or a Partnership Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the frequency GP Delegate Board, the GP Conflicts and form Audit Committee and the GP Board under Section 5.1(b) to negotiate with Parent in good faith and (ii) the Parent shall not be required by this Section 5.6 to consult with any other party with respect to a public announcement in connection with the receipt and existence of such disclosure a Parent Alternative Proposal that the Parent’s Board of Directors believes in good faith is bona fide and matters related thereto or a Parent Adverse Recommendation Change but nothing in this proviso shall limit any obligation of the Parent under Section 5.1(c) to negotiate with the Partnership, the Partnership GP and the Partnership GP Delegate in good faith; provided, further, that each party and their respective controlled affiliates may make statements that are reasonableconsistent with statements made in previous press releases, public disclosures or public statements made by Parent or the Partnership in compliance with this Section 5.6.

Public Announcements. The Parties have agreed upon None of the content parties hereto, or their respective representatives, agents or affiliates, will publicly disclose the existence of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter any of the other Restructuring Agreements or make known any facts related to the transactions described herein or therein without the other Party’s prior written consentconsent of Compaq, except for any such disclosure CMGI and, with respect to disclosures concerning NaviSite, NaviSite; provided that is, it is understood and agreed that (i) Compaq may disclose this Agreement and the other Restructuring Agreements and the status of the satisfaction of the conditions to closing contained herein and in the opinion other Restructuring Agreements, to representatives of Hewlett-Packard Company ("HP") so long as Compaq notifies HP of the Disclosing Party’s counsel, confidential nature of such information; (ii) Compaq may make such public disclosure if required by Applicable Law law or by the rules regulations of a stock national securities exchange or trading market on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) such party's securities are listed (or to which an application for listing has been submitted) to make such a public disclosuretraded, such Party shall submit the proposed disclosure in writing and then only with as much prior notice to the other Party parties as far in advance as reasonably practicable is practicable; and (and in no event less than [***] prior to the anticipated date of disclosureiii) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding any public disclosure by CMGI, NaviSite or AV that is required by law or by the Licensed Products; providedregulations of a national securities exchange or trading market on which such party's securities are listed or traded, Compaq shall not unreasonably or untimely withhold such consent (it being understood and agreed that such disclosure is subject consent shall be deemed to the provisions of ARTICLE 9 have been given with respect to Morphic’s Confidential Information. Neither Party shall be any such required to seek disclosure (a "SUBSEQUENT DISCLOSURE") occurring after the permission of date this Agreement and the other Party to disclose any information regarding transactions contemplated hereby are first publicly announced in compliance with the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(the "INITIAL DISCLOSURE"), MARKED BY [***]so long as such subsequent disclosure is of the same scope and character as the initial disclosure). Without limiting the generality of the foregoing, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by each party shall use reasonable efforts to give the other Party, in accordance with parties reasonable prior notice of any contemplated public announcement of this Section 9.5; provided, that such information remains accurate as of such time and provided agreement or the frequency and form of such disclosure are reasonableother Restructuring Agreements or the transactions contemplated hereby or thereby.

Public Announcements. The No public announcement or any other disclosure, including under a Confidentiality Disclosure Agreement, to Third Parties have agreed concerning the existence of, terms, or subject matter or termination of this Agreement shall be made, either directly or indirectly, by any Party to this Agreement, except as may be legally required or as may be required for recording purposes, without first obtaining the written approval of the other Party and agreement upon the content nature and text of one such announcement or disclosure; provided, however, that in the case of disclosures made by Flamel to a bona fide financial analyst for modeling and valuation purposes under a confidentiality agreement, Flamel shall provide GSK advance written notice of such disclosure (1as set forth below), but shall not be obligated to obtain GSK's consent. The Party desiring to make any such public announcement or other disclosure (including those which are legally required or may be required for recording purposes) joint shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be at least five (5) business days prior to release of such proposed announcement or disclosure, and shall provide the other Party with a written copy thereof, in order to allow such other Party to comment upon such announcement or disclosure. Each Party agrees that it shall cooperate fully with the other with respect to all disclosures regarding this Agreement to the Securities Exchange Commission and any other governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Notwithstanding the foregoing, the Parties shall agree upon a press release that shall be issued to announce the execution of this Agreement, substantially in the form attached hereto as Schedule 9.57.3. Thereafter, Flamel and GSK may each disclose to Third Parties the information contained in such press release of which without the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed need for further approval by the Partiesother. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than CONFIDENTIAL TREATMENT REQUESTED [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***], ”). THE OMITTED MATERIAL HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableEXCHANGE COMMISSION.

Public Announcements. The Parties have agreed upon the content of one (1) a joint press release that which shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesexecution of this Agreement. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that isis in the case of (i) AbbVie, in the reasonable opinion of the Disclosing PartyAbbVie’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of Abbvie are listed, or (ii) Ablynx, in the Disclosing Party (reasonable opinion of the Ablynx’s directors after taking due advice from its counsel, required by Applicable Law or its parent entity) the rules of a stock exchange on which the securities of Ablynx are listed (or to which an application for listing has been submitted)listed. If a Party (a) AbbVie is, in the reasonable opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) AbbVie’s securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, or (b) Ablynx is, in the reasonable opinion of its directors after taking due advice of its counsel, required by Applicable Law or the rules of a stock exchange on which Ablynx’s securities are listed to make such a public disclosure, then, in each case, such Party shall submit the proposed disclosure, as well as the specific Applicable Law or rule of a stock exchange for which disclosure is required, in writing to the other Party as far in advance as reasonably practicable (and in no event less than […***…] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. The Party desiring to make any such public disclosure shall consider in good faith any comments provided by the other Party with respect to such disclosure. Notwithstanding the foregoing, AbbVie and AbbVie, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose announce, make a press release, or make other public disclosures of the research, development and commercial information Information CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (including with respect to regulatory matters) regarding the Licensed Compound and Licensed Products; provided, that (i) such disclosure is subject to the provisions of ARTICLE 9 Sections 9.1 through 9.3 with respect to MorphicAblynx’s Confidential Information. Neither Party , and (ii) AbbVie shall be required to seek not use the permission name of the other Party to disclose any information regarding the terms of this Agreement Ablynx (or insignia, or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTcontraction, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party abbreviation or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableadaptation thereof) without Ablynx’s prior written consent.

Public Announcements. The Promptly after the Effective Date, the Parties have agreed shall agree upon the content of one (1) a joint press release that to announce the collaboration and shall be issued substantially in the form attached hereto as Schedule 9.5, coordinate the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesthereafter. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consentconsent (which shall not be withheld unreasonably), except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (are listed, or its parent entity) are listed (or to which an application for listing has been submitted)is otherwise expressly permitted in accordance with this ARTICLE 9. If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing: (a) AbbVie, AbbVie and its Affiliates and its Sublicensees and their Sublicensees respective Affiliates shall have the right to publicly disclose research, development and *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. commercial information (including with respect to regulatory matters) regarding Licensed Antibody and Licensed Products and (b) Licensor and its Affiliates shall have the Licensed Productsright to publicly disclose information disclosed in any prior public announcements, press releases, or other public disclosures made in accordance with this ARTICLE 9, provided that such re-disclosure shall not be in the form of a written press release without AbbVie’s prior written consent; provided, in each case that such disclosure is subject to the provisions of this ARTICLE 9 with respect to Morphicthe other Party’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon Acquiror shall promptly, but no later than three days following the content effective date of one (1) joint this Agreement, issue a press release that shall be issued substantially in disclosing the form attached hereto as Schedule 9.5transactions contemplated hereby. Between the date of this Agreement and the Closing Date, the release of which Company and the Parties Acquiror shall coordinate consult with each other in order issuing any other press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party transactions contemplated hereby and neither party shall issue any other public announcement, such press release or otherwise make any such public statement, filings or other public disclosure regarding this Agreement or its subject matter communications without the other Party’s prior written consentconsent of the other, which consent shall not be unreasonably withheld or delayed, except for any that no prior consent shall be required if such disclosure that isis required by law or applicable regulations and/or regulator, including, in the opinion case of the Disclosing Party’s counselShareholder, the Hong Kong Stock Exchange, in which case the disclosing party shall provide the other party with prior notice of such public statement, filing or other communication and shall incorporate so far as practicable, into such public statement, filing or other communication the reasonable comments of the other party. After the Closing Date, the Acquiror shall consult with the Acquiror Nominees in issuing any press releases or otherwise making public statements or filings and other communications with the Commission or any regulatory agency or stock market or trading facility with respect to the transactions contemplated hereby and the Acquiror shall not issue any such press release or otherwise make any such public statement, filings or other communications without the prior written consent of the Acquiror Nominees, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by Applicable Law law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isapplicable regulations and/or regulator, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission case of the other Party to disclose any information regarding Shareholder, the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other PartyHong Kong Stock Exchange, in accordance which case the Acquiror shall provide the Acquiror Nominees with this Section 9.5; provided, that such information remains accurate as prior notice of such time public statement, filing or other communication and provided shall incorporate so far as practicable into such public statement, filing or other communication the frequency and form reasonable comments of such disclosure are reasonablethe Acquiror Nominees.

Public Announcements. The (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5shall, the release of which and the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall procure that none of their respective Representatives shall, issue any other press releases or make any public announcement, press release or other public disclosure regarding announcements with respect to this Agreement or its subject matter the transactions contemplated hereby without the other Party’s prior written consentconsent of, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding Closing, the foregoingCompany and Bannix or, AbbVie after the Closing, the Company and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed ProductsBannix Sponsor; provided, however, that each Party, the Bannix Sponsor and their respective Representatives may issue or make, as applicable, any such disclosure press release, public announcement or other communication (i) if such press release, public announcement or other communication is subject required by applicable Law, in which case (A) prior to the provisions Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is Bannix or a Representative of ARTICLE 9 a Bannix, reasonably consult with respect the Company in connection therewith and provide the Company with an opportunity to Morphic’s Confidential Information. Neither review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party shall be required to seek is the permission Company, a Transferor or a Representative of the other Company, reasonably consult with Bannix in connection therewith and provide Bannix with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed extent prohibited by such Party applicable Law, (x) if the disclosing Person is the Bannix Sponsor or by a Representative of the Bannix Sponsor, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is a Transferor, the Company or a Representative of the Company, reasonably consult with Bannix and the Bannix Sponsor in connection therewith and provide Bannix and the Bannix Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (z) if the disclosing Person is Bannix or a Representative of Bannix, reasonably consult with the Company in connection therewith and provide the Company with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) to the extent such press release, public announcements or other Partycommunications contain only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 9.5; provided5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that such Bannix and its Representatives may provide general information remains accurate as about the subject matter of such time this Agreement and provided the frequency and form of such disclosure are reasonabletransactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (a) an initial press release mutually agreed upon by the Parties and attached hereto as Schedule 7.4, or (b) any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (are listed. In the event Xynomic wishes to issue a press release announcing major Development or its parent entity) are listed (Commercialization progress related solely to the Licensed Product during the Term of this Agreement, the content shall be subject to Pharmacyclics’ prior consent, which consent shall not be unreasonably withheld, conditioned or to which an application for listing has been submitted)delayed. If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding For the foregoingavoidance of doubt and notwithstanding any limitations set forth herein, AbbVie (i) Xynomic may not in any event specifically mention the name of “AbbVie” and its “Pharmacyclics” or any of their Affiliates in any the press release, or any terms of this Agreement, without Pharmacyclics’ prior written consent and its (ii) Xynomic may use the name of “abexinostat” and their Sublicensees shall have the right to publicly disclose researchany information, development and commercial information (including with respect to regulatory matters) which Pharmacyclics’ consent has been obtained pursuant to this Section 7 previously, without Pharmacyclics’ prior written consent. In the event a public announcement, press release, or other public disclosure regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto its subject matter is issued in multiple languages, all such translated announcements, press releases or other disclosures shall (A) be in compliance with this Section 7.4, provided that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTXynomic must only receive consent from Pharmacyclics with regard to the original press rele ase, MARKED BY [public announcement or disclosure, and (B) not deviate in form, content, or meaning, after translation, from the press release, announcement or other public disclosure consented to by Pharmacyclics. ***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED*Text Omitted and Filed Separately with the Securities and Exchange Commission. been publicly disclosed by such Party or by the other Party, in accordance with this Confidential Treatment Requested Under 17 C.F.R. Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.230.406

Public Announcements. The Parties have agreed upon On or promptly following the content of one (1) joint date hereof, Purchaser shall issue a press release that with respect to this Agreement and the Contemplated Transactions and shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order (a) consult with Seller at a reasonable time prior to accomplish its issuance to allow Seller to comment on such release promptly upon a and (b) consider in good faith any comments timely provided by Seller to such release. From and after the date to be mutually agreed of this Agreement, except as expressly contemplated by this Agreement, none of the Parties. Neither Party parties hereto shall issue any other public announcement, press release or make any public statement regarding (or otherwise disclose to any Person the existence or terms of) this Agreement, any other Transaction Document or any of the other Contemplated Transactions, without each other party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that Purchaser and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, may, subject to the terms and conditions of this Agreement (other than the provisions of this Section 5.6), make public disclosure announcements and engage in public communications regarding this Agreement and the Contemplated Transactions to the extent such announcements or its subject matter without the other Party’s communications are entirely consistent with prior written consent, except for any such disclosure that is, in the opinion public disclosures of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or parties to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) this Agreement regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, Contemplated Transactions in accordance with this Section 9.55.6. UAV shall not make any statement or announcement to its employees relating to the Contemplated Transactions without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), other than internal announcements to employees or communications with Representatives, in each case on a confidential basis. Notwithstanding the foregoing: (x) each party may provide information about this Agreement and the Contemplated Transactions (i) to a Governmental Entity, Accrediting Body or Education Agency pursuant to any applicable Legal Requirement or Education Law or in response to any inquiries by such Governmental Entity, Accrediting Body or Education Agency in connection with its investigation or review with respect to this Agreement, the Stock Purchase or any of the other Contemplated Transactions, (ii) as otherwise required by or pursuant to any applicable Legal Requirement, Legal Proceeding, Education Law or proceeding before any Education Agency or (iii) as contemplated by this Agreement; providedand (y) Purchaser may, that without the prior consent of the other parties hereto, issue any such information remains accurate press release or make any such public announcement or statement as it deems, based on the advice of such time and provided the frequency and form of such disclosure are reasonablelegal counsel, is required by any applicable securities law or stock exchange rule.

Public Announcements. The Parties have agreed upon Except as required by applicable law or regulation, USEC shall not (a) use the content name of one any Consenting Noteholder (1or any of its controlled affiliates, officers, directors, trustees, managers, stockholders, members, employees, partners, representatives or agents other than the Noteholder Advisors, in such capacity) joint in any press release or filing with the Securities and Exchange Commission without such Consenting Noteholder’s prior written consent or (b) disclose to any person, other than legal, accounting, financial and other advisors to USEC, the name of any Consenting Noteholder or the principal amount or percentage of Notes held by any Consenting Noteholder or any of its respective subsidiaries or affiliates; provided, however, that USEC shall be issued permitted to disclose in the Press Release (defined below), the aggregate principal amount of, and aggregate percentage of Notes held by the Consenting Noteholders in the aggregate. USEC shall submit to the Noteholder Advisors all press releases, public filings, public announcements or other written communications with any news media in each case to be made by USEC relating to this Agreement or the transactions contemplated hereby and any amendments thereof for review and potential suggestions, which shall be promptly provided. Except as required by applicable law or regulation, or the rules of any applicable stock exchange or regulatory body, or in filings to be made with the Bankruptcy Court, neither USEC nor the Consenting Noteholders shall, nor shall they permit any of their respective affiliates to, make any public announcement or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby or by the Definitive Documents; provided, however, that notwithstanding the foregoing USEC shall issue a press release (the “Press Release”) no later than 8:00 a.m. Eastern Time on the second Business Day following the Agreement Effective Date substantially in the form attached hereto as Schedule 9.5Exhibit C, and shall promptly thereafter file with the release of which SEC a current report on Form 8-K filing the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by Press Release, this Agreement, and the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonTerm Sheet. Notwithstanding the foregoingforgoing, AbbVie and its Affiliates and its and their Sublicensees shall have if USEC fails to issue a Press Release in compliance with the right to publicly disclose researchprevious sentence, development and commercial any of the Consenting Noteholders may issue a Press Release containing all material information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject relating to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationtransactions contemplated hereby. Neither Party Nothing in this paragraph 15 shall be required deemed to seek the permission of the other Party to disclose any information regarding waive, amend or modify the terms of this any Noteholder Confidentiality Agreement and, for the avoidance of doubt and notwithstanding anything to the contrary herein, the rights and obligations under each Noteholder Confidentiality Agreement (including the disclosure rights and obligations set forth in section 4 of the Noteholder Confidentiality Agreements) shall govern in the event that a Disclosure Trigger (as defined in the Noteholder Confidentiality Agreement) occurs or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableoccurred.

Public Announcements. The Parties have agreed upon Except as may otherwise be required by securities Laws and public announcements or disclosures that are, in the content reasonable opinion of one (1) joint press release that the party proposing to make the announcement or disclosure, legally required to be made, there shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, no press release or other public disclosure regarding communication concerning this Agreement or the Transactions hereby by any Party hereto or its subject matter without Affiliates except with the other Party’s prior written consent, except for any consent of Seller (if Buyer or one of its Affiliates is originating such disclosure that ispress release or communication) or Buyer (if Seller or one of its Affiliates are originating such press release or communication), in each case which consent shall not be unreasonably withheld, delayed or conditioned. Buyer and Seller will consult in advance on the opinion necessity for, and the timing and content of, any communications to be made to the public and, subject to legal constraints, to the form and content of the Disclosing Party’s counsel, required by Applicable Law any application or report to be made to any Government Entity that relates to this Agreement or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonTransactions. Notwithstanding the foregoing, AbbVie the Parties hereto acknowledge and its Affiliates agree that (a) promptly following the execution and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms delivery of this Agreement by all of the Parties hereto, each Parent may issue one or more press releases announcing the execution and delivery of this Agreement (provided that, prior to the public dissemination of each such press release, Parent shall provide to Seller a draft of any such press release and an opportunity to provide comments thereon, which comments Parent shall not unreasonably refuse to incorporate into such disclosure), (b) after the date of this Agreement, each Parent may file with the Securities Exchange Commission (the “SEC”) a Current Report on Form 8-K to disclose this Agreement and include a copy of the press release and this Agreement as an attachment or exhibit to such Form 8-K, and (c) on or after the date the financial statements of the Company required to be filed with such Form 8-K (or other report filed by Parent with the SEC) are available, Parent may file an amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by to such Party or by the other Party, in accordance with this Section 9.5; provided, that Form 8-K attaching such information remains accurate financial statements as of an exhibit to such time and provided the frequency and form of such disclosure are reasonableForm 8-K amendment.

Public Announcements. The After the Effective Date, the Parties have agreed upon the content of one (1) joint shall jointly issue a press release that shall be issued substantially with respect to this Agreement in the form agreed upon by the Parties, which is attached hereto as Schedule 9.5Exhibit B, and on the release of which the Parties shall coordinate in order date agreed to accomplish such release promptly upon a date to be mutually agreed by the Parties, and either Party may make subsequent public disclosures of the contents of such press release without further approval of the other Party. Neither Subject to the foregoing, neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned, or delayed), except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has [*] = 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. been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie Allergan and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that provided such disclosure is subject to the provisions of ARTICLE 9 8 with respect to MorphicUroGen’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose (i) repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in Party accordance with this Section 9.58.6, (ii) provide non-material updates regarding the activities being performed hereunder, or (iii) provide updates regarding the achievement of any milestone events and any payments owed in connection therewith; providedprovided that (x) for disclosures by UroGen described in clause (ii) and (iii) of this sentence, that Allergan’s consent shall be required prior to such disclosure (such consent not to be unreasonably withheld, conditioned, or delayed), and (y) such information remains is accurate as of such the time and provided of the disclosure, the frequency and form of such disclosure are reasonable, and the disclosure is otherwise at all times subject to the provisions of this ARTICLE 8. Subject to this ARTICLE 8, upon UroGen’s request, the Parties shall use good faith efforts to agree upon talking points regarding the status of the activities contemplated under this Agreement reasonably acceptable to Allergan that UroGen may disclose in investors meetings, press or investor conferences, earnings calls, or at other similar events.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other make any public disclosure regarding announcement or otherwise publicly disseminate information relating to the subject matter of this Agreement before or its subject matter after the Closing without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoingwhich consent shall not be unreasonably withheld, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsconditioned or delayed); provided, that such (i) either Party may make any public disclosure it believes in good faith is subject required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, including in the case of the Buyer in connection with a Financing, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit G or any other disclosures of the type contained, or similar to the provisions of ARTICLE 9 disclosures, in such press releases. In the event a Party has approved or been consulted with respect to Morphic’s Confidential Information. Neither Party shall be any disclosures as required to seek the permission of hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved or been consulted with respect to, as applicable. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Buyer’s release from its confidentiality obligations under Section 11(a) and the Confidentiality Agreement after the Closing, the Buyer and any of its Affiliates may, without the prior written consent of the Seller or any of its Affiliates, but after consultation with the Seller at least 24 hours in advance (if before the Closing and including any consultation prior to the date hereof), disclose the terms and provisions of this Agreement and any information regarding the terms of this Agreement or and the transactions contemplated hereby (including the Business Assets, the Combined Financial Statements, if applicable, and the Supplemental Combined Financial Statements and any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by related financial information and such Party or other information deemed necessary by the other PartyBuyer or its Affiliates) in or in connection with (i) offering materials for a Financing, in accordance and/or (ii) one or more customary investor presentations or related conference calls by the Buyer and its Affiliates with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableinvestors or analysts.

Public Announcements. The Parties have agreed upon the content of one (1) a joint press release that which shall be issued substantially in the form attached hereto as Schedule 9.59.4 , the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date execution of this Agreement. Except pursuant to be mutually agreed by the Parties. Neither procedures set forth below, neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for (i) any such disclosure that is, in based on the opinion advice of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted), or (ii) any such disclosure that does not mention the other Party or that portion of the Territory that is allocated to the other Party. If In the event that a Party is, in based on the opinion advice of its the disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, or such disclosure does not mention the other Party or that portion of the Territory that is allocated to the other party, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto thereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 9.5; provided9.4, that provided such information remains accurate as of such time and provided the frequency and form forms of such disclosure are reasonable. Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***].

Public Announcements. The existence and the terms of this Agreement shall be treated by each Party as the other Party’s Confidential Information. The Parties have agreed upon hereby consent to issuance of the content of one (1) joint press release that appended to the Patent Assignment Agreement between SELTEN and VIVUS as Attachment 3 thereto, following execution of the Agreement. Otherwise, neither Party shall be issued substantially in originate any publicity, news release, public announcements, or *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. public disclosures, written or oral, whether to the form attached hereto as Schedule 9.5public or press, stockholders or otherwise, relating to this Agreement, including its existence, the release subject matter to which it relates, performance under it or any of which the Parties shall coordinate in order to accomplish its terms, save only such release promptly upon a date announcements that are required to be mutually made by law, regulations, the rules of a securities exchange, or the order of a court or other governmental body of competent jurisdiction or that are otherwise agreed to by the Parties. Neither The Parties shall use commercially reasonable efforts to keep such announcements brief and factual. If a Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any decides to make such disclosure that is, in the opinion of the Disclosing Party’s counsel, an announcement required by Applicable Law law, regulations, court order, or the rules of a stock exchange on which the securities exchange, or desires to make any other public disclosure relating to this Agreement, it shall give each other Party at least *** business days advance notice, where practicable, of the Disclosing proposed text of the announcement or disclosure so that each other Party (or its parent entity) are listed (or shall have an opportunity to which an application for listing has been submitted)comment. If To the extent that a reviewing Party isreasonably requests the deletion of any information in the proposed text, the disclosing Party shall delete such information unless, in the reasonable opinion of its the disclosing Party’s legal counsel, such confidential information is legally required by Applicable Law or the rules of to be fully disclosed. Nothing herein shall prevent a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing Party from re-disclosing any factual information that has previously been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing disclosed to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoingpublic, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableaccurate.

Public Announcements. The Parties have agreed upon Confidentiality Agreement between the content of one (1) joint press release Seller and Buyer continues to apply, and the Operative Agreements as well as the proposed transaction are subject to and confidential under that shall be issued substantially Confidentiality Agreement. For […***…] after the Closing Date, all public announcements in the form attached hereto as Schedule 9.5, of a Press Release relating to the release of which Operative Agreements or the Parties transactions contemplated hereby shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by made only after consultation between the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure disclosures by either Party that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application counsel for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit are necessary and proper under applicable law, rule or regulation (but only after the proposed disclosure in writing disclosing Party has taken all reasonable steps to advise the other Party as far about the Party’s intention to make, and the proposed contents of, such disclosures). Any direct disclosures to customers in advance as reasonably practicable (and connection with commercial relationships shall not reveal the consideration specified in no event less than [***] prior to the anticipated date Section 1.3 of disclosure) so as to provide a reasonable opportunity to comment thereonthis Agreement. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees either Party shall have the right right, in its sole discretion, to publicly disclose researchmake such disclosures as it may deem necessary or advisable to any Governmental Authority. In the event of a breach or anticipatory breach of this Section 9.3. by either Party, development the other Party shall be entitled, in addition to any and commercial information (including all other remedies available at law or in equity, to preliminary and permanent injunctive relief and specific performance without proving damages. Each of the Parties hereto will rely on their own advisors with respect to regulatory matters) advice regarding the Licensed Products; provided, tax treatment and structure of the transaction contemplated under this Agreement. The parties also recognize that such disclosure is subject to the provisions of ARTICLE 9 under IRS regulations promulgated earlier this year with respect to Morphic’s Confidential Information. Neither Party shall tax shelters (“Tax Shelter Regulations”), a transaction may be required to seek deemed a “confidential transaction” thereunder unless the permission related agreements expressly permit the disclosure of the “tax treatment and tax structure” of the transaction. Therefore, notwithstanding anything to the contrary herein or in any other Party to Operative Agreement, each of the parties agree that the other may disclose any all information regarding the terms “tax treatment and tax structure” of the transaction contemplated under this Agreement, but only to the extent and in the manner required to avoid having the transaction contemplated under this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by be treated as a reportable transaction under the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableTax Shelter Regulations.

Public Announcements. The Parties have agreed upon the content of one (1) joint parties agree that Parent shall be entitled to issue a press release that shall be issued substantially in (the form attached hereto as Schedule 9.5, “Press Release”) and one or more Form 8-Ks with respect to the release announcement of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure transactions contemplated hereby (the “Announcements”); provided that is, in the opinion of the Disclosing Party’s counsel, unless required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isrequirements, in no event shall such Announcements disclose the opinion shareholders of its counselSeller. Parent shall prepare the initial draft of any such Press Release, provide Seller with a reasonable opportunity (not to be less than two (2) Business Days) to review such release and comment thereon, and consider any such comments of Seller in good faith and use reasonable efforts to resolve any disagreements with Seller on the contents of such Press Release before it is issued. Other than as provided in the preceding sentence with respect to the Announcements, the parties agree to consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except for any press releases and public statements the making of which may be required by Applicable Law or any listing requirement of any national securities exchange, Parent and Buyer shall not issue any such press release or make any such public statement without the rules prior consent of a Seller (which consent shall not be unreasonably withheld or delayed), Seller shall not issue any such press release or make any such public statement without the prior consent of Parent, and no such press release or public announcement shall disclose the shareholders of Seller unless required by Applicable Law or stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsrequirements; provided, however, that if disclosure is required by Applicable Law, Parent, Buyer and Seller shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirements prior to making any disclosure so that such disclosure other parties may seek an appropriative protective order; provided, further, that after the transactions contemplated hereby have been announced, Parent shall be entitled to respond to questions in the ordinary course or issue any press release or make any other public statement that, in each case, is subject to consistent with any public statement previously issued or made by Parent in accordance with the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be this ‎Section 6.02 or that are required to seek be disclosed pursuant to the permission 1933 Act, the 1934 Act or the requirements of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablenational securities exchange.

Public Announcements. The Parties have agreed upon [****] following the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5Effective Date, the release of which the Parties shall will coordinate in order [****] to accomplish such release promptly upon a date to be issue [****] mutually agreed by the Partiespress releases. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit (a) the proposed disclosure in writing to the other Party as far in advance as reasonably [****] practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a reasonable [****] opportunity to comment thereon, (b) the reason such disclosure is, in the opinion of such Party’s counsel, required by Applicable Law and (c) the expected time and place the disclosure will be made; provided that if such required disclosure includes a disclosure of this Agreement, the disclosing Party shall also submit a redacted form of this Agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the U.S.) in connection with such disclosure. The disclosing Party shall consider [****] any comments received from the other Party with respect to such disclosure. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Compounds and Licensed Products; provided, provided that such disclosure is subject to the other provisions of ARTICLE 9 this Article 8 with respect to MorphicLicensor’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided8.6, provided that such information remains accurate as of such time of publication and provided the frequency and form of such disclosure are reasonable.

Public Announcements. (a) The Parties have agreed upon the content of one (1) joint a press release that which shall be issued by Cidara (or jointly by the Parties, if mutually agreed) substantially in the form attached hereto as Schedule 9.5Exhibit I, the release of which the Parties shall will coordinate in order to accomplish such release the same promptly upon execution and delivery of this Agreement. Except to the extent already disclosed in a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, as may be required by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or the rules of a stock exchange on which or quotation system rule, without first obtaining the securities approval of the Disclosing other Party (and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or its parent entity) are listed (delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to which an application for listing has been submitted). If a Party isbe made by law, in the opinion of its counsel, required by Applicable Law judicial order or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (quotation system rule, the Party making such press release or to which an application for listing has been submitted) to make such a public disclosure, such Party announcement shall submit the proposed disclosure in writing provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure) so as time when the same is required to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationbe made. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, Party in accordance with this Section 9.59.5(a); provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) joint acknowledge that IPF is required by Applicable Laws to issue a press release and to file a material change report regarding the Agreement and the transactions contemplated hereby, and IPF agrees that the press release and material change report issued and filed by it and related supplemental website materials to be posted on its website shall be issued substantially in the form attached hereto as Schedule 9.5respective forms which have been reviewed and accepted by the Vendors' Representatives on or before the date hereof. No additional press release, public statement or announcement or other written public disclosure regarding this Agreement or the release transactions contemplated by this Agreement may be made without the prior written consent and joint approval of which the Parties shall coordinate in order to accomplish Vendors and IPF, such release promptly upon a date approval not to be mutually agreed unreasonably withheld or delayed, except if required by Applicable Laws or a Governmental Authority, in which case (i) IPF, if it is the Parties. Neither Party shall party required to issue or make a press release, public statement or announcement or other written public disclosure, will provide the Vendors' Representatives and Vendors' Counsel with a reasonable opportunity to review and provide comments on the form and substance of any other public announcement, such press release or other public disclosure regarding this Agreement prior to the release thereof, and IPF agrees to review and consider such comments in good faith, and (ii) each Vendor, if it is the party required to issue or its subject matter without the make a press release, public statement or announcement or other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (will provide Purchaser and in no event less than [***] prior to the anticipated date of disclosure) so as to provide Purchaser's Counsel with a reasonable opportunity to comment thereon. Notwithstanding review and provide comments on the foregoingform and substance of any such press release or other public disclosure prior to the release thereof, AbbVie and its Affiliates each Vendor agrees to review and its consider such comments in good faith; provided that once a press release, public statement or announcement or other written public disclosure has been reviewed and their Sublicensees shall have approved as provided in this Section 8.3 and disseminated to the right public, a Party will not be required to publicly disclose research, development and commercial information (including comply with this Section 8.3 with respect to regulatory matters) regarding any subsequent press release, public statement or announcement or other written public disclosure that contains substantially the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Partysame disclosure, in accordance with this Section 9.5; providedall material respects, that such information remains accurate as of such time the press release, public statement or announcement or other written public disclosure previously reviewed and provided the frequency and form of such disclosure are reasonableapproved.

Public Announcements. The Parties have agreed upon the content of one (1) joint or more press release that releases which shall be issued substantially in the form form(s) attached hereto as Schedule 9.510.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesexecution of this Agreement. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement Agreement, its terms, or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided10.4, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release agree that at all times no Party hereto shall be issued substantially in the form attached hereto as Schedule 9.5issue or make, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither and each Party shall cause its Affiliates and representatives not to issue or make, any other press releases or public announcement, press release or other public disclosure regarding announcements with respect to this Agreement or its subject matter the transactions contemplated by this Agreement without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission consent of the other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by applicable Legal Requirement or the rules or regulations of any applicable United States securities exchange or other Governmental Entity to disclose which the relevant party is subject or submits, in which case the Party required to make the release or announcement shall use its commercially reasonable efforts to allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. Each Party hereto will also obtain the prior written approval by the other Party hereto of any information regarding press release to be issued announcing the terms consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, the foregoing shall not prevent: (a) disclosures by Parent or the Stockholder Representative or the Company’s material stockholders (i) to their members, holders of its equity securities, limited partners and Affiliates and (ii) in connection with any private equity, investment or similar fundraising activities by the direct or indirect, holders of their equity securities or Affiliates, in each case so long as the recipients of such disclosure are bound by customary confidentiality obligations; (b) disclosures by a Party to its respective legal counsel, accountants, financial advisors or other advisors providing legal, tax, accounting, estate planning or investment advice; (c) customary post-closing tombstone announcements that do not include price or other transaction terms; and (d) disclosures as are required to comply with the obligations under this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by of the other PartyTransaction Documents. Without the prior written consent of Parent not to be unreasonably withheld, in accordance with this Section 9.5; providedbetween the date hereof and the Closing Date, that such information remains accurate as the Company shall not, and shall cause each of such time and provided its Subsidiaries to not, make any broad-based announcements or disclosures regarding the frequency and form transactions contemplated hereby to any customers, suppliers or other business partners of such disclosure are reasonablethe Company or any of its Subsidiaries without the prior written consent of Parent not to be unreasonably withheld, conditioned or delayed.

Public Announcements. The Parties have agreed upon Within 24 hours after the content execution of one (1) joint the Agreement, Buyer will issue a press release that shall be issued substantially regarding the Agreement and Contemplated Transactions in a form mutually agreed to between the form attached hereto as Schedule 9.5Company, the release Sellers’ Representative and Buyer. Without the consent of the other, which consent will not be unreasonably withheld, delayed or conditioned, none of Sellers’ Representative, Sellers, nor any of its controlled affiliates, the Parties shall coordinate in order Company, Buyer nor MergerSub will issue or make prior to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue Closing any other public announcement, press release or other public disclosure regarding announcement with respect to this Agreement or its subject matter without the other Party’s prior written consentContemplated Transactions, except for any as such disclosure that is, in the opinion of the Disclosing Party’s counsel, release or announcement may be required by Applicable Law or the rules or regulations of a stock any applicable national securities exchange on to which the securities relevant party is subject (including filings pursuant to Section 7.01), in which case the party required to make the release or announcement shall use its reasonable best efforts to afford, for a reasonable period prior to the making of such disclosure, a reasonable opportunity to review and comment upon the intended form and substance of such disclosure. Notwithstanding the foregoing provisions of this Section 7.02, (i) Sellers, Sellers’ Representative, the Company and Buyer may make public releases or announcements concerning this Agreement or the Contemplated Transactions that contain only information that is not materially inconsistent with information that has been previously disclosed in compliance with this Section 7.02, (ii) Buyer may file a Current Report on Form 8-K with respect to the Contemplated Transactions and Buyer and the Company may make communications to its respective employees and may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, in all cases so long as any such disclosure is not materially inconsistent with previous disclosure made in compliance with this Section 7.02. No public disclosure of the Disclosing Party (identities of the Sellers will be made by the Company or its parent entity) are listed (Buyer or any of their respective Subsidiaries prior to, at or after the Closing, without the consent of the Sellers’ Representative, except to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, extent required by Applicable Law or the rules or regulations of a stock any applicable national securities exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) the relevant party is subject; provided, however, the party required to make any such disclosure will have afforded the Sellers’ Representative, for a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] reasonable period prior to the anticipated date making of such disclosure) so as to provide , a reasonable opportunity to review and comment thereon. Notwithstanding upon the foregoing, AbbVie intended form and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as substance of such time and provided the frequency and form of such disclosure are reasonabledisclosure.

Public Announcements. The Parties have agreed upon Company shall ensure that, during the content Pre-Closing Period: (a) the Company and its Representatives keep strictly confidential the existence and terms of one this Agreement; and (1b) joint none of the Company or its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any of the Company’s suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the transactions contemplated by this Agreement, except, in each case, (i) to the extent that the Company is required by Law to make any such disclosure regarding the transactions contemplated by this Agreement, (ii) that the Company and its Subsidiaries may disclose the terms of this Agreement to any Holders, (iii) to the extent that the Company is required to obtain any consents or provide any notices in connection with the transactions contemplated by this Agreement in accordance with Section 6.6, (iv) to the extent otherwise expressly contemplated by this Agreement or (v) to the extent otherwise publicly disclosed or permitted by the Purchaser. The Purchaser and the Company shall be issued substantially in cooperate with one another with respect to any disclosure of the form attached hereto as Schedule 9.5terms of this Agreement to employees of the Company or its Subsidiaries. Subject to applicable Law, the release Parties agree that (i) neither the Purchaser nor the Company or any of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party its Subsidiaries shall issue any other public announcement, the initial press release or other public disclosure regarding announcement of or related to this Agreement or its subject matter the transactions contemplated hereby without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the Disclosing Party’s counselStockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) without the written consent of the Stockholder Representative, which shall not be unreasonably withheld, conditioned or delayed, neither the Purchaser nor the Company shall issue any subsequent press release or public announcement of or related to this Agreement or the transactions contemplated hereby the substance of which (as it relates to this Agreement or the transactions contemplated hereby) differs materially from the substance of such initial press release or public announcement. If any public announcement is required by Applicable applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party isbe made by any Party, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or prior to which an application for listing has been submitted) to make making such a public disclosureannouncement, such Party shall submit the proposed disclosure in writing deliver a draft of such announcement to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to Parties, shall give the anticipated date of disclosure) so as to provide a other Parties reasonable opportunity to comment thereon, and shall consider such comments in good faith. Notwithstanding For the foregoingavoidance of doubt, AbbVie and its Affiliates and its and their Sublicensees the restrictions contained in this Section 6.7 shall have the right apply solely to publicly disclose research, development and commercial information (including with respect press releases or other public announcements of or related to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTthe transactions contemplated hereby, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, and nothing in accordance with this Section 9.5; provided6.7 shall limit any right of the Purchaser or the Company, that such information remains accurate as from and after the Closing, to make any statements or announcements regarding the operations or performance of such time the businesses of the Company or its Subsidiaries or communicate with Customers and provided Vendors in the frequency and form of such disclosure are reasonableOrdinary Course.

Public Announcements. The Parties have agreed upon the content Each of one (1) joint Adient and Yanfeng will issue an initial press release that shall be regarding the Transactions as part of the press release issued substantially in connection with the form attached hereto as Schedule 9.5Master Agreement and other agreements entered into by the Parties and Adient will issue a Current Report on Form 8-K under the Securities Exchange Act of 1934 and Huayu Automotive Systems Co., Ltd. will make an announcement under the applicable listing rules, in each case, describing the Transactions and filing this Agreement (collectively, the “Initial Disclosures”); and each of Adient and Yanfeng will issue a press release at the Closing in connection with the Transactions contemplated herein as part of which the press release in connection with the closing of the transactions under the Master Agreement; provided that Adient and Yanfeng shall have provided each other with a draft of such initial press release and a reasonable opportunity to review and comment on such press release prior to its issuance (it being understood that each of Adient and Yanfeng shall consider and make a good faith effort to reflect the other Party’s comments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, none of the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party (nor any of their respective Affiliates) shall issue any other public announcement, press release or other otherwise make any public statements or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms execution or performance of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party to the Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other Party, in accordance with this Section 9.5Parties; provided, that such information remains accurate as however, that, notwithstanding anything to the contrary in this Agreement or the Definitive Agreements, none of such time and provided the frequency and form of Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are reasonablenot inconsistent in tone and substance with the Initial Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that they have been reviewed and previously approved by all of the Parties.

Public Announcements. The Parties have agreed upon Unless otherwise required by applicable Law or stock exchange requirements, the content of one (1) joint parties hereto shall not issue any report, statement or press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue or otherwise make any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including statement with respect to regulatory matters) regarding this Agreement and the Licensed Productstransactions contemplated hereby without prior consultation with and approval of the other party; provided, that such disclosure is subject nothing contained herein shall limit a party’s ability to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party take action, and to disclose any information regarding the terms of in connection therewith, to exercise such party’s rights under this Agreement or any amendment Transaction Document or otherwise in connection with the transactions contemplated hereby. 5.8 Updates. From and after the date of this Agreement until the Closing Date, the Seller shall promptly notify the Purchaser by written update to the Disclosure Schedule hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party (i) if any representation or warranty made by the other PartySeller in this Agreement was, when made, or has subsequently become, untrue in accordance any material respect, (ii) of the occurrence or non- occurrence of any event the occurrence or non-occurrence of which has caused or would reasonably be expected to cause any condition to the obligations of the Purchaser to effect the transactions contemplated by this Agreement not to be satisfied, or (iii) of the failure of the Seller to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which may reasonably be expected to result in any condition to the obligations of any party hereto to effect the transactions contemplated hereby not to be satisfied (each a “Update”). Any disclosure in any such Update shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 9.56.2(a) have been satisfied; provided, however, that, notwithstanding the foregoing, to the extent that such information remains accurate as (i) any Update relates to facts or conditions, or the occurrence of such time and provided the frequency and form of such disclosure are reasonable.any event, arising after the

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, No press release or other public announcement or public disclosure regarding having or containing any reference, either directly or by implication, to this Agreement or its subject matter without the other Party’s prior written consenttransactions contemplated by this Agreement shall be made or used by Seller or Buyer, except for any such disclosure that is, in unless the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has same first shall have been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure approved in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date by an authorized officer of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, except for such disclosure as may be required by applicable laws or rules and regulation of any governmental agency or stock exchange having jurisdiction over the Parties or their respective Affiliates. This prohibition specifically includes, but is not limited to, any public release (either through print or broadcast news media), articles prepared for internal or external publication, technical papers and discussions with journalists. Without limiting the foregoing, Buyer agrees to the fullest extent possible to withhold, redact or otherwise not disclose the names of the Seller to this Agreement, including, without limitation, the parties listed on Schedule I, in accordance any press release, announcement, or disclosure. In furtherance of (and not in limitation of) the foregoing, if either Party is required to make a press release or other public announcement or disclosure respecting this Agreement or the transactions contemplated hereby (as contemplated by clause (a) above) or if either Party wishes to make a non-required press release or other public announcement or disclosure (whether contemplated by clause (b) above or otherwise), such Party will provide the other Party with this Section 9.5; provided, a draft of such press release or other public announcement or disclosure for review at least one (1) Business Day prior to the time that such information remains accurate as press release or other public announcement or disclosure is to be made. The Parties will attempt in good faith to expeditiously reach agreement on such press release or other public announcement or disclosure and the contents thereof. Failure by such other Party to provide comments back to the disclosing Party within one (1) Business Day of receipt of the draft release or announcement or disclosure will be deemed consent to the issuance of such time press release or other public announcement or disclosure and provided the frequency and form of such disclosure are reasonablecontents thereof.

Public Announcements. The Parties have agreed upon the content Upon execution of one (1) joint press release that this Agreement, no party shall be issued substantially in the form attached hereto as Schedule 9.5make, the release of which the Parties shall coordinate in order or allow any Affiliate, agent, or representative thereof to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue make, any other public announcement, press release or other public disclosure announcements regarding this Agreement or its subject matter the Ancillary Agreements or the transactions contemplated hereby or thereby, including, without limitation, any announcement to the financial community or to any Governmental Authorities, Employees, customers, suppliers, or the general public, without the other Party’s prior written consent, except for any such disclosure that is, in the opinion approval of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing other party as to the other Party as far in advance as reasonably practicable (content, timing, and in no event less than [***] prior to the anticipated date manner of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoingpresentation or publication thereof, AbbVie and its Affiliates and its and their Sublicensees which approval shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsnot be unreasonably withheld; provided, however, that each party may make such disclosure announcements and such other disclosures as such party shall determine are required to be made by applicable Law. The parties acknowledge that an Affiliate of Buyer is subject to the provisions reporting requirements of ARTICLE 9 with respect the Securities Exchange Act of 1934, as amended, under an indenture relating to Morphic’s Confidential Informationoutstanding debt securities. Neither Party shall The Parties acknowledge that (i) an Affiliate of Buyer may be required to seek disclose the permission of the other Party to disclose any information regarding the existence and terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by and the other Party, transactions contemplated hereby and information regarding the Business in accordance with this Section 9.5; provided, reports that such information remains accurate as Affiliate files with the Securities and Exchange Commission ("SEC") in order to comply with its obligations under an indenture relating to outstanding debt securities, (ii) Buyer and its Affiliates will issue a press release and file a current report on Form 8-K with the SEC in forms that have been reviewed by Sellers to announce the execution and delivery of this Agreement, (iii) Buyer and its Affiliates will issue a press release and file a current report on Form 8-K with the SEC to announce the closing of the transactions contemplated by this Agreement, (iv) Buyer and its Affiliates are required to provide Pizza Hut, Inc., Yum! Brands, Inc. and Wendy's with copies of all such time reports for review prior to filing, (v) Buyer may cause memoranda of leases and provided subleases covering the frequency Owned Real Property and form of Leased Real Property to be recorded in the local county or applicable authority's recording or real estate recording office where each such disclosure are reasonableproperty is located, and (vi) Buyer may be required to make disclosures to its financing sources.

Public Announcements. The Parties have agreed upon the content of one (1) initial press release relating to this Agreement shall be a joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5release, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue and thereafter F-Star and Company will consult with each other before issuing any other public announcement, press release or otherwise making any public statements (including disclosure under the Securities Act or Exchange Act) with respect to the Acquisition or this Agreement. No Party shall, and no Party shall permit any of its Subsidiaries or Representatives to, issue any press release or make any such public statement (to any customers or employees of such Party, to the public or otherwise) relating to the Acquisition without the prior consent of, in the case of (i) Company, F-Star, (ii) F-Star, Company or (iii) a Seller, F-Star and Company, which will not be unreasonably withheld, conditioned or delayed; provided, however, that (A) on the advice of outside legal counsel, Company may issue a press release or public statement without the consent of F-Star if Company, with the advice of outside legal counsel, reasonably determines is required by Legal Requirements or otherwise made in connection with a Company Change in Recommendation or the termination of this Agreement and (B) other public disclosure regarding than a press release announcing a Company Change in Recommendation or the termination of this Agreement or its subject matter a subsequent press release relating to such Company Change in Recommendation or termination, any press release or public statement relating to the Acquisition to be issued without the other Party’s consent of F-Star pursuant to clause (A) shall be subject to reasonable prior written consent, except for notice to and review of F-Star and Company shall consider any such disclosure that is, and all reasonable comments of F-Star thereon in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereongood faith. Notwithstanding the foregoing, AbbVie each of Company and its Affiliates and its and their Sublicensees shall have the right F-Star may make public statements in response to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or specific questions by the other Partypress, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent with previous press releases, public disclosures or public statements made by Company or F-Star in accordance compliance with this Section 9.5; provided6.7 and such statements do not result in the requirement to amend or supplement the Registration Statement or the Proxy Statement and are not deemed to be a “free-writing prospectus” as such term is defined under the Securities Act. Further, that such information remains accurate as of such time and provided Company may make issue one or more press releases or make public statements relating to the frequency and form of such disclosure are reasonableApproved Development Transaction or any Permitted Disposition.

Public Announcements. (a) The Parties Company will have agreed upon the content of one (1) joint right to prepare and issue its own press release that announcing the execution and delivery of this Agreement and the Transactions (the “Transaction Announcement”), a copy of which shall be issued substantially provided to the Insurer and the Insurer Parent for review no less than two days prior to the issuance thereof, and the Company will consider in good faith any comments made by such other Party. From the form attached hereto as Schedule 9.5Signing Date through the Closing, the release of which Company and the Parties shall coordinate in order Insurer or Insurer Parent each may make such public written or oral statements related to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release Transactions as it deems necessary or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that isappropriate, in the opinion of the Disclosing Party’s counselits sole discretion; provided, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party ishowever, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, that each such Party shall submit the proposed disclosure in writing will seek to give the other Party as far in advance as reasonably practicable (and in no event less than [***] prior the Independent Fiduciary, to the anticipated date extent the statement references the Independent Fiduciary or the role, duties or conclusions of disclosurethe Independent Fiduciary) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that upon such disclosure is subject statements in advance to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither extent practicable and the Party shall be required to seek the permission of the consider any comments made by such other Party to disclose in good faith, it being understood that neither the Company nor the Insurer (nor the Independent Fiduciary) will have any information regarding the terms right of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or approval over public statements by the other Party. Each of the Company and the Insurer may make any public disclosure required by applicable Law or securities listing CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX-XXXXX CORPORATION - CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** standards, in accordance with this Section 9.5; providedwhich case each of the Company and the Insurer will provide to the other Party (and to the Independent Fiduciary, that to the extent such information remains accurate announcement references the Independent Fiduciary, or the role, duties or conclusions of the Independent Fiduciary) for review prior to the issuance thereof and will consider any comments made by such other Party (or the Independent Fiduciary, as of such time and provided the frequency and form of such disclosure are reasonableapplicable) in good faith.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that Company shall be issued substantially in provide the form attached hereto as Schedule 9.5of any public disclosure (which shall include any disclosure via Intralinks) relating to this Agreement, or, to the extent it contains any direct or indirect reference to any Specified Holder, the release of which Class A Transaction Agreement, the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed Class C Transaction Agreement and the transactions contemplated by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or foregoing to each Specified Holder a reasonable period of time prior to the rules issuance of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees each Specified Holder shall have the right to publicly disclose research, development and commercial information (including with respect consent to regulatory matters) regarding the Licensed Products; provided, that any such reference in any such disclosure is subject to such Specified Holder (provided that the press release provided to the provisions of ARTICLE 9 with respect Specified Holders and to Morphic’s Confidential Information. Neither Party be issued on the date hereof is hereby approved by each Specified Holder); provided that the foregoing consent right shall be required not apply to seek the permission disclosure of the other Party to disclose any information regarding the terms entirety of this Agreement or the terms thereof to Class B Holders. Except as otherwise required by applicable law (including, without limitation, any amendment hereto disclosure contained in a registration statement on Form S-1, as such Form S-1 may be amended, filed with the Securities and Exchange Commission in connection with an Initial Public Offering), each Specified Holder and the Company agree that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTneither of them will make, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party issue or by release any public disclosure or statement (which shall include any disclosure via Intralinks) regarding this Agreement or the transactions contemplated hereby that are inconsistent with or contain nonpublic information in addition to that contained in public disclosure made pursuant to the first sentence of this paragraph 14 without first consulting with and obtaining the consent of the other Partyparty (such consent not to be unreasonably withheld, in accordance with this Section 9.5; provideddelayed or conditioned). To the extent disclosure is required by applicable law, that such information remains accurate the disclosing party will provide as much advance notice to the other party of such time proposed disclosure (including, without limitation, timing and provided the frequency and form of such disclosure are reasonablecontent) as is reasonably practicable.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, No press release or other written public disclosure regarding announcement of the subject matter of this Agreement shall be made by either Party unless (a) prior written consent or its subject matter without approval is obtained from the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, which consent or approval shall not be unreasonably withheld or (b) as otherwise required by Applicable Law applicable law or regulation. The Parties shall cooperate to develop and implement a communications strategy with respect to written and other communications (including electronic communications) that Seller proposes to its employees regarding the rules subject matter of a stock exchange on which this Agreement and the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereontransactions contemplated hereby. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have either Party may, without the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission prior written consent of the other Party to disclose any information regarding Party, (w) issue a press release announcing the terms execution of this Agreement or any amendment hereto and providing a summary of the transactions contemplated hereby, provided that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(i) no Confidential Information is disclosed, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by and (ii) the other Party is provided a copy of such Party or press release and summary not less than three (3) business days prior to its release and the text and other information contained in such press release is approved by the other Party, in accordance with this Section 9.5; providedwhich approval shall not be unreasonably withheld, (x) issue a press release announcing the Closing and providing a summary of the transactions contemplated hereby, provided that such information remains accurate as (i) no Confidential Information is disclosed, and (ii) the other Party is provided a copy of such time press release and summary not less than three (3) business days prior to its release and the text and other information contained in such press release is approved by the other Party, which approval shall not be unreasonably withheld, (y) communicate information that is not Confidential Information with financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable laws and (z) disseminate material substantially similar to material included in any press release or other document previously approved for external distribution by either Party. Notwithstanding the foregoing, Parent may, without the prior written consent of Seller, provide its shareholders and creditors with a general description of this Agreement, the Rehabilitation Business and any related transactions; provided however, neither Parent nor Seller may disclose any Confidential Information about the frequency and form Rehabilitation Business, Seller or any of such disclosure are reasonableSeller's Affiliates that is owned by Seller or that is included in this Agreement.

Public Announcements. The Parties have agreed upon the content of one (1a) joint press release that shall be issued substantially in the form attached hereto Except as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law Law, the Exchange Act, Xxxxxxxx Act or any other U.S. securities Applicable Laws or other disclosure required by the Commission or other Governmental Entity to be made by Amazon or the Company in connection with the transactions contemplated by this Agreement, or by the rules or requirements of a any stock exchange on which the securities of the Disclosing Party (a party are listed, no party shall make, or its parent entity) are listed (cause to be made, or to which an application for listing has been submitted). If a Party is, in the opinion permit any of its counselAffiliates to make, required by Applicable Law any public disclosure in respect of the Transaction Documents or the rules transactions contemplated thereby without prior written consent (not to be unreasonably withheld, conditioned or delayed) of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosurethe other party, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior extent such public disclosure relates to the anticipated date transactions contemplated hereby or by any of disclosure) so as the other Transaction Documents. The parties agree that neither party shall issue a press releases or a portion thereof with respect to provide a reasonable opportunity to comment thereonthe entry into this Agreement or the grant of the Warrant. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party no party shall be required to seek receive the permission consent of the other Party party to disclose any information regarding release, announcement or communication (including any filing required to be made under the terms Exchange Act or the Securities Act) to the extent such release, announcement or communication includes information, (i) that is in a Form 6-K (which shall not include a press release) filed on the date hereof announcing the execution of this Agreement Agreement, the Warrant, and the fourth amendment of the Master Purchase Agreement, (ii) that is consistent with releases, announcements or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or other communications previously consented to by the other Party, party in accordance with this Section 9.53.2, (iii) that is required to be disclosed under GAAP; providedor (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement. Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents or any transaction contemplated thereby and contains any information inconsistent with the Initial Press Release or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that such information remains accurate as has previously been released by either of such time and provided the frequency and form parties hereto in respect of the transactions contemplated hereby or the Transaction Documents without any violation of the terms of this Agreement, such disclosure are reasonableshall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned or delayed.

Public Announcements. (a) The Parties have agreed upon parties acknowledge that the content Company’s initial announcement of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5transactions contemplated by this Agreement, the release of which Commercial Arrangements and the Parties shall coordinate in order other Transaction Documents to accomplish such release promptly upon a date to be mutually customers, suppliers, investors, employees, and otherwise (the “Initial Announcement”) and the timing thereof has been agreed by the Partiesparties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without Other than the other Party’s prior written consenttransmission of the Initial Announcement at the time mutually agreed upon by the parties, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, as required by Applicable Law or by the rules or requirements of a any stock exchange on which the securities of the Disclosing Party (a party are listed, or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, except as contemplated in the opinion Commercial Arrangements through the Steering Committee or the Program Managers (as such terms are defined in the Commercial Arrangements), no party shall make, or cause to be made, or permit any of its counselcontrolled Affiliates to make, required by Applicable Law any press release or public announcement or other similar communications in respect of the Transaction Documents, the Commercial Arrangements or the rules transactions contemplated thereby without prior consultation and prior written consent (not to be unreasonably withheld, conditioned, or delayed) of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosurethe other party, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior extent such release, announcement, or communication relates to the anticipated date transactions contemplated hereby or by any of disclosure) so as to provide a reasonable opportunity to comment thereonthe other Transaction Documents or Commercial Arrangements. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party no party shall be required to seek receive the permission consent of the other Party party to disclose any release, announcement, or communication (including any filing required to be made under the Exchange Act or the Securities Act) to the extent such release, announcement, or communication includes information regarding (i) with respect to the terms transactions contemplated hereby or by any of this Agreement the other Transaction Documents or any amendment hereto the Commercial Arrangements that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTis consistent with the Initial Announcement, MARKED BY [***]provided that such release, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party announcement, or communication follows the Initial Announcement; (ii) that is consistent with releases, announcements, or other communications previously consented to by the other Party, party in accordance with this Section 9.53.2; provided(iii) that is required to be disclosed under GAAP (in the disclosing party’s reasonable discretion); (iv) that has previously been released by either of the parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement; or (v) as may be required in connection with any Form 4, Schedule 13D, Schedule 13G, Form 8-K, Form 10-Q, Form 10-K, Schedule 14A, or other disclosure required by the Commission or other Governmental Entity to be made by Xxxxxx.xxx, Inc. or the Company in connection with the transactions contemplated by the Transaction Documents or Commercial Arrangements (in the disclosing party’s reasonable discretion). Notwithstanding the preceding sentence, to the extent any disclosure (including communications with investors and analysts) relates to the Transaction Documents, Commercial Arrangements or any transaction contemplated thereby and contains any information inconsistent with the Initial Announcement or releases, announcements or other communications previously consented to by the other party in accordance with this Section 3.2 or that such information remains accurate as has previously been released by either of such time and provided the frequency and form parties hereto in respect of the transactions contemplated hereby or the Transaction Documents or Commercial Arrangements without any violation of the terms of this Agreement, such disclosure are reasonableshall be subject to the prior consent of the other party (unless it is required to be in such form under Applicable Law), which shall not be unreasonably withheld, conditioned, or delayed.

Public Announcements. The Parties have agreed upon During the content of one Term, each party (1the “Publishing Party”) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable party (the “Non-Publishing Party”) for review and in no event less than [***] prior approval all proposed press releases, public filings with the SEC, academic, scientific and medical publications and public presentations relating to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding Co-Promotion Collaboration Product or the terms of this Agreement. Such review and approval shall be conducted for the purposes of preserving intellectual property protection and the confidentiality of trade secrets and business terms contained in this Agreement and determining whether any portion of the proposed publication or presentation containing the Confidential Information of the Non-Publishing Party should be modified or deleted, and (in the case of a disclosure that Onyx wishes to make) to determine whether such disclosure is in the best interests of the parties in connection with the promotion of the Co-Promotion Collaboration Product (such determination to be made in Bayer’s reasonable discretion). Written copies of such proposed publications and presentations (other than press releases or SEC filings) shall be submitted to the Non-Publishing Party no later than [ * ] days before submission for publication or presentation. Subject to Applicable Laws, written copies of proposed press releases and SEC filings containing information regarding the Co-Promotion Collaboration Product or this Agreement shall be submitted to the Non-Publishing Party no later than [ * ] before release or filing. In the event that either party is required to file a Form 8-K describing this Agreement and the transactions contemplated hereby, written copies of the Form 8-K shall be submitted to the Non-Publishing Party no later than [ * ] before filing, together with a form of the Agreement intended to be filed and a copy of the confidential treatment request to be submitted with such filing. The Publishing Party shall seek confidential treatment of Confidential Information which may be contained in the Agreement, as shall be mutually determined between the parties, and shall use its best efforts to obtain confidential treatment thereof. The Publishing Party shall promptly notify the Non-Publishing Party of any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTdetermination made by the SEC with respect to such confidential treatment request. The Non-Publishing Party shall provide its comments, MARKED BY [***if any, and (if it so chooses) its approval within (a) [ * ], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSEDin the case of a press release or SEC filings, and (b) [ * ] of its receipt of any other written copy. been publicly disclosed With respect to matters other than press releases or SEC filings, the review period may be extended for an additional [ * ] days in the event the Non-Publishing Party can demonstrate reasonable need for such extension. This period may be further extended by such Party or by mutual written agreement of the parties. Onyx and Bayer will each comply with standard academic practice regarding authorship of scientific publications and recognition of contribution of other Party, parties in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableany publications.

Public Announcements. The Parties have agreed upon agree to announce the content sale and purchase of one (1the Shares pursuant to this Agreement by making the public announcement(s) joint press release that shall attached hereto, Appendix 3, in connection with the Purchaser’s announcement of the Offer, Appendix 2. Such announcements will be issued substantially in made by the form attached hereto as Schedule 9.5opening of trading on NASDAQ Stockholm on the first day after the date hereof. Save for the foregoing announcement, the release of which Seller agrees to keep this Agreement, including the Parties shall coordinate terms and conditions hereof and matters dealt with herein, in order strict confidence and agrees not to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall make or issue any other public announcement, press release statement or other public disclosure regarding this Agreement commentary in respect of any matter dealt with herein or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonrelated hereto. Notwithstanding the foregoing, AbbVie if the Seller is required, as advised by legal counsel, to disclose this Agreement, or any terms and its Affiliates conditions hereof, or make any statement or commentary on any matter dealt with herein or related hereto, in response to a court order or subpoena or pursuant to applicable laws, rules and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information regulations (including stock exchange rules in Sweden and the United States), it shall, to the extent permitted by such requirement, advise the Purchaser in writing of such requirement as soon as practicable after it is informed of it, and, if possible, before any third party or public disclosure, statement or commentary, and shall Conditional Purchase Agreement Xenella Holding AB 5 consult with respect the Purchaser as to regulatory matters) the content and timing of any such disclosure, statement or commentary and shall take into account any reasonable requests of the Purchaser regarding the Licensed Products; providedcontent and/or timing of such disclosure, that such disclosure statement or commentary. If the Seller is subject required, as advised by legal counsel, to make the disclosure, statement or commentary, it shall only make the disclosure, statement or commentary to the provisions of ARTICLE 9 with respect extent to Morphic’s Confidential Information. Neither Party which it is so required, but shall be required to seek the permission of the other Party to not disclose any information regarding the terms other term or condition hereof or make or issue any statement or commentary in respect of this Agreement any other matter dealt with herein or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablerelated hereto.

Public Announcements. The Parties have agreed upon the content of one (1) joint or more press release that releases which shall be issued substantially in the form form(s) attached hereto as Schedule 9.510.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesexecution of this Agreement. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement, the Penn Sublicense Agreement or its their respective subject matter matters without the other Party’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding In addition, in the foregoingevent REGENX is, AbbVie and in the opinion of its Affiliates and counsel, required by Applicable Law or the rules of a stock exchange on which its and their Sublicensees shall have the right securities are listed (or to which an application for listing has been submitted) to publicly disclose researchfile this Agreement or the Penn Sublicense Agreement, development REGENX shall submit its proposed redactions to this Agreement or the Penn Sublicense Agreement, as applicable, in writing to PARTNER as far in advance as reasonably practicable (and commercial information (including in no event less than [****] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. REGENX shall incorporate all comments of PARTNER with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject thereto except to the provisions extent inconsistent with Applicable Law, and shall use reasonable efforts to obtain confidential treatment for the terms of ARTICLE 9 with respect to Morphic’s Confidential Informationthis Agreement or the Penn Sublicense Agreement, as applicable, so redacted. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement, the Penn Sublicense Agreement or any amendment hereto or thereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.510.4; provided, provided that such information remains accurate as of such time and provided the frequency context and form of such disclosure are reasonablethe same as the previously approved context and form.

Public Announcements. The Parties have agreed upon the content of one (1) joint Buyer may issue a press release that shall be issued substantially in regarding the form attached hereto as Schedule 9.5Acquisition, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party Transaction Documents immediately (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and but in no event less later than [***] thirty (30) days) following the Closing Date, the substance of such announcement to be subject to reasonable changes by Seller; provided however, that Buyer shall have final approval with respect to any such press release, other than with respect to statements attributable to Seller. Seller may not make any public announcement with respect to this Agreement, the Acquisition or the Transaction Documents without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Subject to the preceding sentences, and except as otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as confidential the existence of, and terms and conditions of, this Agreement and the other Transaction Documents. Seller acknowledges that Buyer will be required under the rules and regulations (the “SEC Rules”) promulgated by the Securities and Exchange Commission (the “SEC”) to file this Agreement and one or more of the Transaction Documents with the SEC within four days of the Effective Date. Buyer agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, among other things, would require a filing of the entire document to be mailed to the SEC one day prior to the anticipated required filing). Seller and Buyer agree to work together in redacting such provisions of this Agreement, the Purchase Agreement and the other Transaction Documents prior to the date of disclosure) so as that they are required to provide a reasonable opportunity to comment thereonbe filed with the SEC. [ * ] Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have Seller acknowledges that the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, filing is ultimately Buyer’s disclosure requirement. Buyer can make no assurances that any of such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall will not ultimately be required to seek be filed in the permission event such request for confidential treatment is reviewed by the SEC, and Seller agrees that Buyer will not be in violation of the other Party to disclose any information regarding the terms provisions of this Agreement, the Pxxxxx Supply Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by other Transaction Document to the extent it is required to file such Party or provisions by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableSEC.

Public Announcements. The Parties have agreed upon Notwithstanding anything to the content of one (1) joint press release that shall be issued substantially contrary contained in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its (but subject matter without to the other Party’s prior written consentlast sentence of this Section 5.5), except for as may be required to comply with the requirements of any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable applicable Law or the rules and regulations of a any stock exchange on upon which the securities of one of the Disclosing Party Parties (or its a parent entityentity or other Affiliate thereof) are listed (is listed, no press release or similar public announcement or communication shall be made by any of the Parties or caused to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law be made relating to this Agreement or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far Transaction unless specifically approved in advance as reasonably practicable (and in no event less than [***] by Buyer; provided, that prior to the anticipated date of disclosure) so as Closing, with respect to any press release or similar public announcement by Buyer, Buyer shall provide the Seller Representative with a reasonable opportunity to review and comment thereonon such press release or similar public announcement and Buyer shall consider any such comments from the Seller Representative in good faith. It is acknowledged and agreed that the Buyer and the Sellers have agreed the form of a press release in respect of the announcement of the execution of this Agreement. Neither the Buyer nor any of the Sellers shall make any changes to such agreed form press release without the consent (a) in the case of the Buyer, Seller 1 and the Seller Representative and (b) in the case of the Sellers, the Company or TopCo, the Buyer (in each case not to be unreasonably withheld or delayed). Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall Buyer will have the right to publicly approve (such approval not to be unreasonably withheld or delayed) any communication by which any customers or suppliers of any Acquired Company will be informed of the Transaction, and the Sellers and/or the Seller Representative shall not make any such communications unless specifically approved in advance by Buyer. Notwithstanding any of the foregoing, Seller 1 shall be entitled to disclose researchthe Transaction and the contents of this Agreement to (i) its Affiliates, development (ii) any funds managed and/or advised by its Affiliates and commercial information (including with respect iii) subject to regulatory matters) regarding the Licensed Products; provided, that consent of the Buyer (not to be unreasonably withheld or delayed and save where such disclosure is subject required in order to comply with a legally binding obligation) to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission investors and limited partners in any of the other Party funds referred to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Partyin (iii) above, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableeach case on a confidential basis.

Public Announcements. The Parties have agreed upon Purchaser and the content of one (1) Company shall reasonably cooperate in order to prepare and publish a joint press release that concerning the transactions contemplated hereby upon or promptly following the execution and delivery of this Agreement and the Closing. No other public release or public announcement concerning the transactions contemplated hereby shall be issued substantially by any Party or such Party’s Affiliates or Representatives without the prior consent of the other Parties, except as follows: (a) the Purchaser and the Company may make such disclosure to their respective employees, customers and suppliers as they reasonably deem necessary or desirable; (b) Purchaser may make such disclosure in any documents utilized in connection with its financing for the transactions contemplated hereby, but only after the recipients of such documents have been informed of the confidential nature of the transactions contemplated hereby and such recipients have agreed to maintain the confidentiality of the transactions contemplated hereby; (c) any release or announcement required by applicable Law (including stock exchange rules and regulations), provided the Party required to make the release or announcement, to the extent practicable, allows the other Party reasonable time to comment on such release or announcement in advance of such issuance; (d) with respect to any Member that is a venture capital or private equity fund, following the Closing Date, such Member may issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the form attached hereto as Schedule 9.5ordinary course of its business consistent with past practice; (e) the Purchaser may, following the release Closing Date, issue such press releases or public announcements, and make such other public disclosures related to this Agreement, in the ordinary course of which its business consistent with past practice; (f) the Parties shall coordinate may disseminate information included in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other document approved for external distribution by the Parties; and (g) after the Closing and the public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion announcement of the Disclosing Party’s counseltransaction, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing Member Representative may publicly announce that it has been submitted). If a Party is, engaged to serve as the Member Representative in connection with the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make transaction as long as such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly announcement does not disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission any of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonabletransactions contemplated herein.

Public Announcements. The Parties have agreed upon shall maintain in confidence the content terms of one the Settlement Documents and the negotiations of the Parties pertaining thereto. Notwithstanding these obligations, (1i) joint press release either Party may disclose such terms in discovery as otherwise required by court order, provided that the other Party shall be issued substantially given the opportunity to (a) review and comment on the proposed disclosure reasonably in advance of the form attached hereto disclosure, and (b) quash such order and to obtain a protective order requiring that the information and documents that are the subject of such order be held in confidence by such court; (ii) either Party may disclose such terms on a need-to-know basis to such Party’s actual and prospective investors, prospective acquirers, underwriters and lenders, attorneys, accountants, insurers and FDA consultants, so long as Schedule 9.5the disclosed-to entity is bound by rules of professional conduct, or has agreed in writing and in advance to maintain the release confidentiality of such information under terms no less restrictive than those set forth herein; (iii) Actavis may disclose such terms to the FDA as may be necessary or useful in obtaining and maintaining Regulatory Approval of the Actavis ANDA and launching the Actavis Product as provided by the Settlement Documents, so long as Actavis requests that the FDA maintain such terms in confidence, and (iv) either Party may disclose such terms as otherwise required by Law, including without limitation SEC reporting requirements, or by the rules or regulations of any stock exchange to which the Parties shall are subject; provided that the Parties will coordinate in order to accomplish such release promptly upon a date to be mutually agreed by advance with each other in connection with the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion redaction of certain provisions of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including Settlement Documents with respect to regulatory matters) regarding the Licensed Productsany SEC filings, and each Party shall use reasonable efforts to seek confidential treatment for such terms; provided, however, that such disclosure is subject each Party shall ultimately retain control over what information to disclose to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement SEC or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTother such agencies. The foregoing notwithstanding, MARKED BY [***]either Party may, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by without the consent of the other Party, in accordance with issue a press release which states publicly that the Pending Litigation has been settled, that Actavis may launch the Actavis Products on January 1, 2023 (or earlier under certain circumstances) and that the remaining terms are confidential (and such additional information as may be permitted pursuant to remainder of this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable10.5.

Public Announcements. The Parties have agreed upon the content Subject to Section 9.2 and Section 9.3, (i) neither Party will make any public announcement of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5any information regarding this Agreement, the release Licensed Products or any research or development activities under this Agreement without the prior written approval of which the Parties other Party, and (ii) Discovery shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue not make any public statements regarding its activities with Chrysalis (including without limitation any other division of Xxxxxx Xxxxxx USA Inc.), its relationship with Chrysalis (including without limitation any other division of Xxxxxx Xxxxxx USA Inc.) or any other public announcement, press release or statements regarding Chrysalis (including without limitation any other public disclosure regarding this Agreement or its subject matter division of Xxxxxx Xxxxxx USA Inc.) without the other Party’s prior written consentapproval of Chrysalis, provided however that each Party may disclose (a) the general stage of development, commercialization and manufacturing at any given time during the course of the Agreement, except for to the extent that any such disclosure that isinformation constitutes Confidential Information, in the opinion of the Disclosing Party’s counsel, (b) any information required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party Law, and (or its parent entityc) are listed (or to which an application for listing any other information that has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application previously approved for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance without further approval from the other Party hereunder. The Parties agree and acknowledge that Discovery may, at its sole discretion, subject to its compliance with this Article 9, file a Current Report on Form 8-K with the SEC to announce the filing of the press release and file it as an exhibit thereto, as well as to incorporate it by reference into other SEC filings. Without limiting the generality of the foregoing and without any inference with respect to any other requirement of this Section 9.5; provided, the Parties hereby acknowledge and agree that such information remains accurate as any breach of such time and provided this Section 9.5 in the frequency and form of any public statement related to this Amended and Restated License Agreement or the Original Agreement (including without limitation, the performance or non-performance of any obligation by Chrysalis under the Amended and Restated License Agreement or Original Agreement and Chrysalis ceasing active involvement in the development of Licensed Products under the Amended and Restated License Agreement and the Original Agreement) that disparages Chrysalis (including without limitation any other division of Xxxxxx Xxxxxx USA Inc.) (x) by an officer or executive of Discovery or any other individual holding a senior level management position at Discovery, or (y) any other personnel or agent of Discovery, but, in the case of this Section 9.5(y), only if Discovery does not take immediate action to publicly repudiate such disclosure are reasonablestatement, in the case of both (x) and (y) shall constitute a material breach of a material provision of this Agreement.

Public Announcements. The Parties Unless otherwise required by Applicable Law, by any listing agreement with any U.S. or U.K. securities exchange or share market or by any listing authority including the U.K. Listing Authority, subject to ‎Section 5.07, ‎Section 5.08 and ‎Section 5.10, Seller and Buyer shall not, and cause their respective Affiliates not to, make any public announcement or disseminate any written communication to any supplier, customer, distributor or non-management employee of Seller or its Affiliates in respect of this Agreement or the transactions contemplated hereby, or otherwise communicate with any news media regarding this Agreement or the transactions contemplated hereby, without the prior written consent of Buyer and Seller (which consent shall not be unreasonably withheld, conditioned or delayed); provided that if any such announcement or communication is so required, Buyer and Seller shall consult with each other, to the extent reasonably practicable, in advance as to the contents and timing thereof; provided, further, that after the transactions contemplated by this Agreement have agreed upon been announced, Seller and its Affiliates shall be entitled to respond to questions in the content of one (1) joint ordinary course or issue any press release that shall be or make any other public statement that, in each case, is not inconsistent with any public statement previously issued or made by it in accordance with the provisions of this ‎‎Section 5.04. On the date hereof, Seller (and its Affiliates) and Buyer may issue a press release in substantially in the form attached hereto as Schedule 9.5Exhibit D. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesas amended. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) Confidential Portions are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY marked: [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon Neither F-star, on the content of one (1) joint press release that shall be issued substantially in hand, nor Gamma and its Affiliates on the form attached hereto as Schedule 9.5other, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Partyother’s prior written consentconsent regarding the timing and content, except for any such disclosure that is, in the opinion of the Disclosing Partydisclosing entity’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) disclosing entity are listed (or to which an application for listing has been submitted). If a Party Prior to the expiration of the Buy-out Period, any such public announcement, press release, or other public disclosure regarding this Agreement shall also require Denali’s prior written consent, and after expiration of the Buy-out Period if Denali has not exercised the Buy-out Option, then any such public announcement, press release, or other public disclosure regarding this Agreement shall require Denali’s prior written consent if the subject matter is regarding the Denali License Agreement. In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party entity shall submit the proposed disclosure in writing to the other Party Gamma or F-star as far in advance as reasonably practicable (and in no event less than [***] seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and Gamma, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the mAb2 and Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to MorphicF-star’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Information and Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon agree that the content existence of one and the material terms of this Agreement shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 7.4 (1in lieu of the authorized disclosure provisions set forth in Section 7.2, to the extent of any conflict) joint and without limiting the generality of the definition of Confidential Information set forth in Section 1.9. The Parties will mutually agree the text of a press release that shall be issued substantially in announcing the form attached hereto as Schedule 9.5execution of this Agreement. Thereafter, the release of which the Parties shall coordinate in order if either Party desires to accomplish such release promptly upon make a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding announcement concerning this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosureterms hereof, such Party shall submit give reasonable prior advance notice of the proposed disclosure in writing text of such announcement to the other Party as far in advance as reasonably practicable (for its prior review and in no event less than [***] prior approval, such approval not to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonbe unreasonably withheld. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither A Party shall not be required to seek the permission of the other Party to disclose repeat any information regarding as to the existence and terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party in accordance with the foregoing or by the other Party. Either Party may disclose the terms of this Agreement to such Party’s existing investors, directors and professional advisors and to potential investors, acquirors or merger partners and their professional advisors who are bound by written or professional obligations of non-disclosure and non-use that are at least as stringent as those contained in accordance this Article 7 or are customary for such purpose. The Parties acknowledge that Inspire may be obligated to file a copy of this Agreement with the SEC with its next quarterly report on Form 10-Q, annual report on Form 10-K or current report on Form 8-K or with any registration statement filed with the SEC pursuant to the Securities Act of 1933, as amended, and that Faes may be obligated to file a copy of this Section 9.5; providedAgreement with applicable securities exchanges, and Inspire and Faes shall be entitled to make such filings, provided that the filing Party requests (to the extent legally permitted) confidential treatment of the terms hereof for which confidential treatment is customarily sought, to the extent such information remains accurate as confidential treatment is reasonably available to such Party under the circumstances then prevailing. In the event of any such time filing, the filing Party will provide the other Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment (to the extent legally available in the applicable jurisdiction) and provided shall reasonably consider the frequency and form of such disclosure are reasonableother Party’s timely comments thereon.

Public Announcements. The Parties have agreed upon the content Each of one (1) joint Adient and Yanfeng will issue an initial press release that shall be issued substantially regarding the Transactions, the transactions in the form attached hereto as Schedule 9.5Ancillary Master Agreement, the GZDFAS Sale, the YHAS Sale, the 25% YFAT Sale (the “Disclosed Transactions”) and Adient will issue a Current Report on Form 8-K under the Securities Exchange Act of 1934 and Huayu Automotive Systems Co., Ltd. (华域汽车系统股份有限公司) will make an announcement under the applicable listing rules, in each case, describing the Disclosed Transactions and filing this Agreement, the YFAS Equity Transfer Agreement and the Ancillary Master Agreement (collectively, the “Initial Disclosures”); provided that Adient and Yanfeng shall have provided each other with a draft of such initial press release and a reasonable opportunity to review and comment on such press release prior to its issuance (it being understood that each of which Adient and Yanfeng shall consider and make a good faith effort to reflect the other Party’s comments). Except as otherwise expressly contemplated by this Agreement or the Definitive Agreements, none of the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party (nor any of their respective Affiliates) shall issue any other public announcement, press release or other otherwise make any public statements or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms execution or performance of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party to the Disclosed Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other Party, in accordance with this Section 9.5Parties; provided, that such information remains accurate as however, that, notwithstanding anything to the contrary in this Agreement or the Definitive Agreements, none of such time and provided the frequency and form of Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are reasonablenot inconsistent in tone and substance with the Initial Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that they have been reviewed and previously approved by all of the Parties.

Public Announcements. The Parties have agreed upon the content of one (1) joint Buyer may issue a press release that shall be issued substantially in regarding the form attached hereto as Schedule 9.5Acquisition, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without and the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party Transaction Documents immediately (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and but in no event less later than [***] thirty (30) days) following the Closing Date, the substance of such announcement to be subject to reasonable changes by Seller; provided however, that Buyer shall have final approval with respect to any such press release, other than with respect to statements attributable to Seller. Seller may not make any public announcement with respect to this Agreement, the Acquisition or the Transaction Documents without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Subject to the preceding sentences, and except as otherwise agreed in writing by Seller and Buyer or as required by law or regulation, each of Seller and Buyer shall maintain as confidential the existence of, and terms and conditions of, this Agreement and the other Transaction Documents. Seller acknowledges that Buyer will be required under the rules and regulations (the “SEC Rules”) promulgated by the Securities and Exchange Commission (the “SEC”) to file this Agreement and one or more of the Transaction Documents with the SEC within four days of the Effective Date. Buyer agrees to seek confidential treatment of certain sensitive provisions contained in such documents in the manner prescribed under the SEC Rules (which, among other things, would require a filing of the entire document to be mailed to the SEC one day prior to the anticipated required filing). Seller and Buyer agree to work together in redacting such provisions of this Agreement, the Purchase Agreement and the other Transaction Documents prior to the date of disclosure) so as that they are required to provide a reasonable opportunity to comment thereonbe filed with the SEC. [*]. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have Seller acknowledges that the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, filing is ultimately Buyer’s disclosure requirement. Buyer can make no assurances that any of such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall will not ultimately be required to seek be filed in the permission event such request for confidential treatment is reviewed by the SEC, and Seller agrees that Buyer will not be in violation of the other Party to disclose any information regarding the terms provisions of this Agreement, the Xxxxxx Supply Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by other Transaction Document to the extent it is required to file such Party or provisions by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableSEC.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall No party will issue any other public announcement, press release or other public disclosure regarding announcement relating to the subject matter of this Agreement or its subject matter the transactions contemplated hereby without the other Party’s prior written consent, except for any such disclosure that is, in the opinion approval of the Disclosing Party’s counselPurchaser and the Seller Representative, required by Applicable Law or other than the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party press release attached hereto as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Exhibit D. Notwithstanding the foregoing, AbbVie Purchaser and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party Sellers shall be required to seek the permission of the other Party allowed to disclose any information regarding (a) the fact that the transactions contemplated hereby were consummated and (b) the terms of this Agreement and the terms of the transactions contemplated hereby (i) to representatives and employees of Purchaser and its Affiliates (including from and after the Closing, the Company), (ii) to its and its Affiliates’ investors in connection with summary information about Purchaser’s or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTof Purchaser’s Affiliates financial condition, MARKED BY [***](iii) to any of Purchaser’s Affiliates, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly auditors, attorneys, financing sources, potential investors or other agents or any other Person to whom Madison Dearborn Partners, LLC discloses such information in the ordinary course of business, (iv) following the Closing to any bona fide prospective purchaser of the equity or assets of Purchaser or its Affiliates, and (v) as required to be disclosed by such Party order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation or as part of any SEC filing required to be made by such party or any of such party’s Affiliates; provided that in the case of disclosures made pursuant to clauses (i) through (iv) of this Section 9.3, the recipient is bound by confidentiality obligations with respect thereto or the recipient is informed of the confidential nature of such information; provided further that no disclosure of the Purchase Price shall be made pursuant to clause (v) of this Section 9.3, except as part of any SEC filings required to be made by a party or such party’s Affiliates, unless the other Partyparty is provided with advanced written notice of the disclosure and provided with a reasonable opportunity to review and comment on such disclosure. Madison Dearborn Partners, LLC shall be allowed to issue general press releases in accordance the ordinary course of business so long as the same are in compliance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit (a) the proposed disclosure in writing to the other Party as far in advance as reasonably [****] practicable (and in no event less than [****] prior to the anticipated date of disclosure) so as to provide a reasonable [****] opportunity to comment thereonthereon and (b) the expected time and place the disclosure will be made; provided that if such required disclosure includes a disclosure of this Agreement or the License Agreement, the disclosing Party shall also submit a redacted form of the applicable agreement to the other Party and shall submit a confidential treatment request (or equivalent protection in a country other than the United States) in connection with such disclosure. Notwithstanding The disclosing Party shall consider [****] any comments received from the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including other Party with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationdisclosure. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or the License Agreement or any amendment hereto or thereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.54.5; provided, provided that such information remains accurate as of such time of publication and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) initial press release relating to this Agreement shall be a joint press release that shall be issued substantially in release, and thereafter Contributor and Company will consult with each other, and provide each other the form attached hereto as Schedule 9.5opportunity to review and comment upon, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other otherwise making any public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information statements (including disclosure under the Securities Act or Exchange Act) with respect to regulatory matters) regarding the Licensed Products; provided, that Exchange or this Agreement. No Party will issue any press release or make any such disclosure is subject to public statement without the provisions prior consent of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that (A) on the advice of outside legal counsel, Company may issue a press release or public statement without the consent of Contributor if required by Legal Requirements and (B) any press release or public statement to be issued without the consent of Contributor pursuant to clause (A) shall be subject to reasonable prior notice to and review of Contributor and Company shall consider any and all reasonable comments of Contributor thereon in good faith, it being understood and agreed that if Company has provided Contributor with reasonable opportunity to review and comment on any such information remains accurate as disclosure or filing pursuant to this Section 5.7 and Contributor has not consented to or provided comments to Company on such disclosure or filing prior to the applicable deadline for making such disclosure or filing pursuant to applicable Legal Requirements, the foregoing shall not obligate the Company to delay the filing of any press release, public announcement or document required to be filed pursuant to applicable Legal Requirements beyond such time and provided deadline. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 5.7 shall be deemed satisfied if, to the frequency and form extent practicable, the disclosing party gives advance notice of such disclosure are reasonableto the other party, including copies of any talking points, scripts or similar documents, and consults with the other party and considers in good faith any comments provided by such other party with respect thereto; provided further that the prior agreement of the other party shall be required with respect to such disclosures to the extent that the non-disclosing party reasonably determines that any such disclosure would be materially adverse to the non-disclosing party and it is reasonably practicable for the disclosing party to seek such prior consent.

Public Announcements. The Parties have agreed upon the content of one (1) a joint press release that shall be issued substantially in the form attached hereto as Schedule 9.56.7, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesexecution of this Agreement. Neither Party CureTech nor any of its Affiliates shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other PartyMedivation’s prior written consent, except for any such disclosure that is, in and to the opinion of the Disclosing Party’s counsel, extent required by Applicable Law or the rules of a stock exchange on which regulations; provided, that in the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party event CureTech is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party CureTech shall submit the proposed disclosure in writing to the other Party Medivation as far in advance as reasonably practicable (and in no event and, where possible, not less than [***] three Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon, and CureTech shall accept all reasonable comments thereto by Medivation. Notwithstanding the foregoing, AbbVie and Medivation, its Affiliates and its and their respective Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Molecules or Licensed Products; provided, that however, such disclosure is subject to the provisions of ARTICLE 9 this Article 6 with respect to MorphicCureTech’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose repeat any [ * ] = 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. information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party Party, or by the other Party, in accordance with this Section 9.5; provided6.7, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.

Public Announcements. The Parties have agreed upon the content of one (1) joint press releases set out as Schedule 12.4 shall be the press release that shall be issued substantially in announcing the form attached hereto as Schedule 9.5transaction contemplated by this Agreement. Other than the relevant press release, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] ([***]) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject anything to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither contrary herein, (i) following initial press release announcing this Agreement, each Party shall be required free to seek disclose, without the permission other Party’s prior written consent, the existence of this Agreement, and those terms of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has which have already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; providedherewith, that such information remains accurate as and (ii) in respect of a particular Licensed Target, Silence may disclose the identity of such time Licensed Target and its stage of Development, provided always that in respect of the frequency Global Licensed Target and form of the corresponding Global Licensed Compounds and Global Licensed Products, subject to Xxxxxx’s prior written consent (such disclosure are reasonableconsent not to be unreasonably withheld, delayed or conditioned). Except as expressly set forth to the contrary in the foregoing or this Agreement, Silence shall not disclose Xxxxxx’s name in relation to a Licensed Target and the corresponding Licensed Compounds and Licensed Products without Xxxxxx’s prior written consent (such consent not to be unreasonably withheld, delayed, or conditioned).

Public Announcements. The Parties have agreed upon the content of one (1) initial press release relating to this Agreement shall be a joint press release that the text of which has been agreed to by each of Pace and the Company prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be issued substantially released as promptly as reasonably practicable after the execution of this Agreement. After the execution of this Agreement, Pace shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, applicable securities Laws, which the form attached hereto Company shall have the opportunity to review and comment upon prior to filing and Pace shall consider such comments in good faith. The Company, on the one hand, and Pace, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or Pace, as Schedule 9.5applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the release of which Closing Date, the Parties shall coordinate in order to accomplish such release promptly upon a date cause the Closing Press Release to be mutually agreed released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Pace shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by applicable securities Laws. In connection with the Parties. Neither preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall issue shall, upon written request by any other public announcementParty, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or other public disclosure regarding filing. Between the date of this Agreement and the Closing Date (or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, earlier termination of this Agreement in the opinion of the Disclosing Party’s counsel, required accordance with Article XI) unless otherwise prohibited by Applicable applicable Law or the rules of a stock exchange on which the securities requirements of the Disclosing Party (New York Stock Exchange, each of Pace and the Company shall each use its reasonable best efforts to consult with each other before issuing any press release or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a otherwise making any public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information statements (including through social media platforms) with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto of the Transactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior written consent of the other party except to the extent required by applicable Law or stock exchange rules. Furthermore, nothing contained in this Section 9.09 shall prevent Pace or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or is substantively consistent with public statements previously consented to by the other Party, party in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable9.09.

Public Announcements. The Parties have agreed upon Investor agrees that is shall not -------------------- release any public announcement which relates to CKG's business without obtaining the content prior written approval of one CKG, which approval shall not be unreasonably withheld or delayed. For purposes of this Agreement the parties agree that the term "delayed" shall mean a failure by CKG to respond by telecopier to Investor's beneficial owner within two (12) joint press release business days. Investor's beneficial owner shall first transmit via telecopier to CKG the text of any proposed public announcement. CKG shall use its best efforts to timely forward to Investor, via telecopier, CKG's reasonable suggested revisions to the proposed announcement, provided, however, that in all events CKG shall be issued substantially in send its suggested revisions to the form attached hereto as Schedule 9.5, proposed public announcement no later than two (2) business day from the release time such proposed announcement was received by CKG. If CKG does not respond within two (2) business days of which its receipt of the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other proposed public announcement, press release or other if the Investor's beneficial owner agrees with CKG's revisions, the Investor may make the public disclosure regarding this Agreement or its subject matter without announcement, as revised, immediately. In the other Party’s prior written consentevent that Investor shall be unwilling to accept CKG's revisions, except the Trustee who is the legal owner of Investor's interest in CKG and counsel for any such disclosure that isCKG, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party and/or CKG's President shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including immediately confer with respect to regulatory matters) regarding the Licensed Products; providedtext of the proposed public announcement and seek to reach an agreement in connection with the proposed public announcement. In the event that Investor shall be unwilling to accept CKG's proposed revisions or if the Trustee and counsel for CKG and/or CKG's President shall fail to reach an agreement, that such disclosure is subject to as the case may be, and should Investor release the proposed public announcement without obtaining CKG's prior written approval, Investor shall, each time it issues any public announcement in violation of the provisions of ARTICLE 9 with respect this Section 13(n) shall pay to Morphic’s Confidential Information. Neither Party CKG an amount equal to $10,000, which amount shall be required to seek the permission of the other Party to disclose any information regarding the terms considered as and for liquidated damages for such violation of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate 13(n) and not as of such time and provided the frequency and form of such disclosure are reasonablea penalty.

Public Announcements. The After the Effective Date, the Parties have agreed upon the content of one (1) joint shall jointly issue a press release that shall be issued substantially with respect to this Agreement in the form agreed upon by the Parties, which is attached hereto as Schedule 9.5Exhibit B, and on the release of which the Parties shall coordinate in order date agreed to accomplish such release promptly upon a date to be mutually agreed by the Parties, and either Party may make subsequent public disclosures of the contents of such press release without further approval of the other Party. Neither Subject to the foregoing, neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned, or delayed), except for any such disclosure that is, in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie Allergan and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that provided such disclosure is subject to the provisions of ARTICLE 9 8 with respect to MorphicUroGen’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose (i) repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in Party accordance with this Section 9.58.6, (ii) provide non-material updates regarding the activities being performed hereunder, or (iii) provide updates regarding the achievement of any milestone events and any payments owed in connection therewith; providedprovided that (x) for disclosures by UroGen described in clause (ii) and (iii) of this sentence, that Allergan’s consent shall be required prior to such disclosure (such consent not to be unreasonably withheld, conditioned, or delayed), and (y) such information remains is accurate as of such the time and provided of the disclosure, the frequency and form of such disclosure are reasonable, and the disclosure is otherwise at all times subject to the provisions of this ARTICLE 8. Subject to this ARTICLE 8, upon UroGen’s request, the Parties shall use good faith efforts to agree upon talking points regarding the status of the activities contemplated under this Agreement reasonably acceptable to Allergan that UroGen may disclose in investors meetings, press or investor conferences, earnings calls, or at other similar events.

Public Announcements. The Parties have agreed upon Except as may be expressly permitted under Section 9.03 or required by applicable Laws and subject to the content final three sentences of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5this Section 9.04, the release neither Party will make any public announcement of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure information regarding this Agreement or its subject matter the terms hereof, the Licensed Product in the Field or any Development or Commercialization activities conducted under this Agreement (the “Public Announcement Matters”) without the prior written approval of the other Party’s prior written consent, except for which approval shall not be conditioned, delayed, refused or withheld unreasonably; provided however, that neither Party shall be prevented from complying with any such duty of disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law it may have pursuant to applicable Laws or the rules of a any recognized stock exchange on which the securities of so long as the Disclosing Party provides the other Party at least five (or its parent entity5) are listed (or Business Days prior written notice of such disclosure to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, extent practicable and only discloses information to the extent required by Applicable Law applicable Laws or the rules of any recognized stock exchange. Once any statement is approved for disclosure by the Parties or information is otherwise made public in accordance with the preceding sentence, either Party may make a stock exchange on which subsequent public disclosure of the contents of such statement without further approval of the other Party. Notwithstanding anything herein to the contrary, MYLAN may inform its (customers, suppliers and business contacts of the licensing of the Licensed Products in the Field hereunder in the ordinary course of business. In its press releases and public filings that mention or its parent entity’sare regarding any Licensed Product in the Field, MYLAN shall refer to the fact that it has licensed the Licensed Product(s) securities are listed (or from THERAVANCE, and THERAVANCE shall refer to which an application for listing the fact that it has been submittedlicensed the Licensed Product(s) to MYLAN in its press releases and public filings. Within sixty (60) days of the Effective Date, appropriate representatives of the Parties will decide a process and principles for reaching timely consensus on how the Parties will make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonconcerning Public Announcement Matters. Notwithstanding the foregoing, AbbVie but subject to Sections 2.07 and its Affiliates and its and their Sublicensees 2.08, respectively, THERAVANCE shall not be required to obtain the prior written approval of MYLAN for any public announcement relating to TD-4208 or Licensed Product in connection with or related to use or intended use in China or outside the Field; provided that such announcement would not reasonably be expected to have a material adverse impact on the right to publicly disclose research, development and commercial information (including Parties activities with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to Product in the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableField hereunder.

Public Announcements. The Parties have agreed upon On the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5Effective Date, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to issue one or more press release(s) the timing and content of which shall be mutually agreed by agreed. Any announcements or similar publicity with respect to the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding execution of this Agreement shall be agreed upon between the Parties in advance of such announcement. The Parties agree that any such announcement will not contain confidential business or its subject matter without the other Party’s prior written consenttechnical information and, except if disclosure of confidential business or technical information is required by law or regulation, will make reasonable efforts to minimize such disclosure and obtain confidential treatment for any such disclosure information which is disclosed to a governmental agency or group. Each Party agrees to provide to the other Party a copy of any public announcement as soon as reasonably practicable under the circumstances prior to its scheduled release. Millennium acknowledges that isXxxxxx'x internal process for the review and approval of public announcements typically requires three (3) weeks from the initiation of review of a proposed announcement; Abbott acknowledges that Millennium may be required, under certain circumstances, to issue public announcements relating to material events on an expeditious basis. The Parties shall use reasonable efforts to anticipate potential public announcements and, where feasible, initiate the preparation and review of such announcement at least three (3) weeks prior to the anticipated release date thereof. However, in the opinion of the Disclosing Party’s counsel, event that either Party is required by Applicable Law law or other circumstances to make an announcement on a more expeditious basis (such as upon the rules occurrence of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submittedmaterial event). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to provide the other Party with an advance copy of such announcement as far in advance of the release of such announcement as reasonably practicable (and in no event less than [***] prior to is feasible under the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereoncircumstances. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees Each Party shall have the right to publicly disclose researchreview and recommend changes to any announcement regarding this Agreement or the subject matter of this Agreement. Except as otherwise required by law, development the Party whose press release has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure and commercial information (including with respect shall use reasonable efforts to regulatory matters) regarding accommodate the Licensed Products; providedreviewing Party's other comments. The contents of any such announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Furthermore, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither each Party shall be required to seek the permission of give the other Party a reasonable opportunity to disclose any information regarding review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement or prior to submission of such filings, and shall give due consideration to any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or reasonable comments by the other Partynon-filing Party relating to such filing, in accordance with including suggested redactions and including, without limitation, the provisions of this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableAgreement for which confidential treatment should be sought.

Public Announcements. The Parties have agreed upon Buyer and Seller shall consult with each other with respect to their respective initial press releases concerning this Agreement and the content of one (1) joint transactions contemplated hereby and shall not issue any such press release that or otherwise make any public announcement concerning this Agreement and the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be issued substantially in the form attached hereto as Schedule 9.5unreasonably withheld, the release of which the Parties conditioned or delayed). Following such initial press release, Buyer and Seller shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue consult with each other before issuing any additional press release, making any other public announcementstatement or scheduling any press conference, press release conference call or other public disclosure regarding meeting with investors or analysts or making or distributing any broad-based employee communication, in each case, with respect to this Agreement or its subject matter without the other Party’s prior written consenttransactions contemplated hereby (each, an “Announcement”) and, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, shall not issue any such press release, make any such other public statement or schedule any such press conference, conference call or meeting before such consultation and, to the rules extent commercially practicable and permitted by Applicable Law, shall consult with each other, and reasonably in advance provide copies of a stock exchange on which the securities of the Disclosing Party any such press release, statement or agreement (or its parent entityany scripts for any conference calls) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far party and shall consider in advance as reasonably practicable good faith the comments of the other party; provided that the restrictions set forth in this ‎Section 5.07 shall not apply to any Announcement (and a) that does not disclose any non-public information regarding this Agreement or the transactions contemplated hereby beyond the scope of any previously agreed Announcement with respect to which the other party had been consulted or (b) in no event less than [***] prior to connection with any dispute between the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereonparties regarding this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, AbbVie Veritas Capital Fund Management, L.L.C. and any of its Affiliates and its and their Sublicensees shall have that are private equity funds (as such term is commonly understood in the right to publicly disclose researchprivate equity industry), development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; providedor a manager or general partner of any such private equity fund, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any may provide, on a confidential basis, general information regarding the terms of this Agreement and the transactions contemplated hereby to existing or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTprospective general and limited partners, MARKED BY [***]equity holders, HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by members, managers and investors in connection with fundraising, marketing, informational or reporting activities so long as such Party or by the other Party, in accordance with this Section 9.5; provided, that recipients are obligated to keep such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableconfidential.

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other make any public disclosure regarding announcement or otherwise publicly disseminate information relating to the subject matter of this Agreement before or its subject matter after the Closing without the other Party’s prior written consent, except for any such disclosure that is, in the opinion consent of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoingwhich consent shall not be unreasonably withheld, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Productsconditioned or delayed); provided, that such (i) either Party may make any public disclosure it believes in good faith is subject required by applicable Law or any listing or trading agreement or other securities exchange requirement concerning its publicly traded securities, including in the case of the Buyer in connection with a Financing, and (ii) after the Closing, either Party may make disclosures of then-current public information regarding this Agreement and the transactions effected hereunder; provided further, that each Party hereby consents to, and agrees that no consultation or prior consent shall be required for, the issuance by the other Party or its Affiliates of the press releases attached hereto as Exhibit G or any other disclosures of the type contained, or similar to the provisions of ARTICLE 9 disclosures, in such press releases. In the event a Party has approved or been consulted with respect to Morphic’s Confidential Information. Neither Party shall be any disclosures as required to seek the permission of hereunder, the other Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that the non-disclosing Party has approved or been consulted with respect to, as applicable. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, but without limiting the Buyer’s release from its confidentiality obligations under Section 11(a) and the Confidentiality Agreement after the Closing, the Buyer and any of its Affiliates may, without the prior written consent of the Seller or any of its Affiliates, but after consultation with the Seller at least 24 hours in advance (if before the Closing and including any consultation prior to the date hereof), disclose the terms and provisions of this Agreement and any information regarding the terms of this Agreement or and the transactions contemplated hereby (including the Business Assets, the Combined Financial Statements, if applicable, and the Supplemental Combined Financial Statements and any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by related financial information and such Party or other information deemed necessary by the other PartyBuyer or its Affiliates) in or in connection with (i) offering materials for a Financing, in accordance and/or (ii) one or more customary investor presentations or related conference calls by the Buyer and its Affiliates with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.investors or analysts. [signature pages follow]

Public Announcements. The Parties have agreed upon the content of one (1) joint press release that shall be issued substantially in the form attached hereto set out as Schedule 9.511.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by will not disclose until August 25, 2016. Other than this press release, neither Licensor nor F-star GmbH, F-star Ltd or their respective Affiliates, on the Parties. Neither Party one hand, and Denali and its Affiliates on the other, shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Partyother’s prior written consentconsent regarding the timing and content, except for any such disclosure that is, in the opinion of the Disclosing Partydisclosing entity’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) disclosing entity are listed (or to which an application for listing has been submitted). If a Party In the event an entity is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party entity shall submit the proposed disclosure in writing to Denali (if the other Party entity is Licensor, F-star GmbH, or F-star Ltd) or Licensor (if the entity making the disclosure is Denali) as far in advance as reasonably practicable (and in no event less than [***] seven (7) Business Days prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and Denali, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the mAb2 and Licensed Products; provided, that (a) such disclosure is subject to the provisions of ARTICLE 9 11 with respect to MorphicLicensor’s Confidential Information. Neither Party Information and Section 11.6 and (b) Denali shall be required to seek not use the Confidential name of Licensor, F-star GmbH, F-star Ltd or its or their respective Affiliates (or insignia, or any contraction, abbreviation or adaptation thereof) in such disclosure without prior written permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableapplicable entity.

Public Announcements. The Parties have agreed upon the content (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party or any of their respective Representatives shall issue any other press releases or make any public announcement, press release or other public disclosure regarding announcements with respect to this Agreement or its subject matter the transactions contemplated hereby without the other Party’s prior written consentconsent of, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding Closing, the foregoingCompany and Tailwind or, AbbVie after the Closing, Tailwind and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed ProductsTailwind Sponsor; provided, however, that each Party, the Tailwind Sponsor and their respective Representatives may issue or make, as applicable, any such disclosure press release, public announcement or other communication (i) if such press release, public announcement or other communication is subject required by applicable Law, in which case (A) prior to the provisions Closing, the disclosing Party or its applicable Representatives shall, unless and to the extent prohibited by such applicable Law, (x) if the disclosing Person is a Tailwind Party or a Representative of ARTICLE 9 a Tailwind Party, reasonably consult with respect the Company in connection therewith and provide the Company with an opportunity to Morphic’s Confidential Information. Neither review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (y) if the disclosing Party shall be required to seek is the permission Company, the Company Stockholder Representative or a Representative of the other Company or the Company Stockholder Representative, reasonably consult with Tailwind in connection therewith and provide Tailwind with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith, or (B) after the Closing, the disclosing Party or its applicable Representatives shall, unless and to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed extent prohibited by such Party applicable Law, (x) if the disclosing Person is the Tailwind Sponsor or by a Representative of the Tailwind Sponsor, reasonably consult with Tailwind in connection therewith and provide Tailwind with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (y) if the disclosing Person is the Company Stockholder Representative or a Representative of the Company Stockholder Representative, reasonably consult with Tailwind and the Tailwind Sponsor in connection therewith and provide Tailwind and the Tailwind Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, and (z) if the disclosing Person is Tailwind or a Representative of Tailwind, reasonably consult with the Tailwind Sponsor in connection therewith and provide the Tailwind Sponsor with an opportunity to review and comment on such press release, public announcement or communication and consider any such comments in good faith, (ii) to the extent such press release, public announcements or other Partycommunications contain only information previously disclosed in a press release, public announcement or other communication previously made in accordance with this Section 9.5; provided5.4 and (iii) to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the transactions contemplated hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that such the Tailwind Parties and their respective Representatives may provide general information remains accurate as about the subject matter of such time this Agreement and provided the frequency and form of such disclosure are reasonabletransactions contemplated hereby to any direct or indirect former, current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities.

Public Announcements. The Parties have agreed upon Subject to the content remainder of one (1) joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5this Section 10.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither neither Party shall issue any other public announcement, press release release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except (a) for the joint press release in the form attached hereto as Schedule 10.4, which will be issued promptly after the Effective Date, (b) for any such disclosure that is, in is reasonably determined by the opinion of the Disclosing Party’s counsel, disclosing Party to be required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted), or (c) to the extent information regarding this Agreement or its subject matter has already been publicly disclosed (other than as a result of a breach of this Agreement), each Party may subsequently disclose the same information to the public without the consent of the other Party, provided that such information remains true, accurate, and up to date. If In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***[ * ] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding Except as otherwise set forth in this Agreement with respect to Confidential Information of the foregoingother Party, AbbVie and (i) AGT, its Affiliates Sublicensees and its and their Sublicensees respective Affiliates shall have the right to publicly disclose research, development development, and commercial information (including with respect to regulatory matters) regarding the Licensed Compounds and Licensed Products; provided, that such disclosure is subject and (ii) Licensor, its licensees and its and their respective Affiliates shall have the right to the provisions of ARTICLE 9 publicly disclose research, development, and commercial information (including with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regulatory matters) generated by Licensor, its licensees and its and their respective Affiliates regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable4D Vector.

Public Announcements. The Parties Each of Adient and Yanfeng have agreed upon the content of one (1) joint issued an initial press release regarding the Transactions and Adient has issued a Current Report on Form 8-K under the Securities Exchange Act of 1934 describing the Transactions and filing the Original Agreement and the YFAS Extension (the “Initial Disclosures”); each of Adient and Yanfeng will issue a press release regarding this Agreement and Adient will issue a Current Report on Form 8-K under the Securities Exchange Act of 1934 describing and filing this Agreement (the “Amendment Disclosures”); provided that Adient and Yanfeng shall be issued substantially in have provided each other with a draft of any such press release and a reasonable opportunity to review and comment on such press release prior to its issuance (it being understood that each of Adient and Yanfeng shall consider and make a good faith effort to reflect the form attached hereto other Party’s comments). Except as Schedule 9.5otherwise expressly contemplated by this Agreement or the Definitive Agreements, the release none of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Parties. Neither Party (nor any of their respective Affiliates) shall issue any other public announcement, press release or other otherwise make any public statements or disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms execution or performance of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party to the Transactions contemplated hereby or by the Definitive Agreements without the prior written consent of the other Party, in accordance with this Section 9.5Parties; provided, that such information remains accurate as however, that, notwithstanding anything to the contrary in this Agreement or the Definitive Agreements, none of such time and provided the frequency and form of Parties shall be restrained from making such disclosure as may be required by Law or by the listing agreement with or regulations of any stock exchange (in which case the Party seeking to make such disclosure shall promptly notify the other Parties thereof and the Parties shall use reasonable efforts to cause a mutually agreeable release or announcement to be issued); provided, further, that each Party may make public statements, disclosures or communications in response to inquiries from the press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls, so long as such statements, disclosures or communications are reasonablenot inconsistent in tone and substance with the Initial Disclosures and Amendment Disclosures or other previous public statements, disclosures or communications made by the Parties or to the extent that they have been reviewed and previously approved by all of the Parties.

Public Announcements. The Parties have agreed upon the content of one (1) joint shall mutually agree on any press release that shall to be issued substantially in the form attached hereto as Schedule 9.5, the release upon execution of which the Parties shall coordinate in order to accomplish this Agreement; such release promptly upon may include a date to be mutually agreed by high-level description of the Partiesroyalty and milestone payment obligations of this Agreement. Neither Party shall issue make any subsequent public announcement concerning this Agreement or the terms hereof not previously made public without the prior written approval of the other Party with regard to the form, content, and precise timing of such announcement, except as may be required to be made by either Party in order to comply with applicable law, regulations, court orders, or tax, securities filings, financing arrangements, acquisitions, or sublicenses. Such consent shall not be unreasonably withheld, conditioned or delayed by such other Party. Before any such public announcement, press the Party wishing to make the announcement shall submit a draft of the proposed announcement to the other Party sufficiently in advance of the scheduled disclosure to afford such other Party a reasonable opportunity to review and comment upon the proposed text and the timing of such disclosure, and shall consider all reasonable comments of the other Party regarding such disclosure. (Provided, that neither Party shall use the trademark or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or other public disclosure regarding relating to this Agreement or its subject matter without the other Party’s prior written consentmatter, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, as may be required by Applicable Law law or required by the rules of a stock an applicable US national securities exchange on which or except with the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN PORTIONS OF THIS DOCUMENT, MARKED BY EXHIBIT WERE OMITTED AND REPLACED WITH “[***], ”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND WOULD LIKELY CAUSE COMPETITIVE HARM EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE COMPANY IF PUBLICLY DISCLOSEDSECURITIES EXCHANGE ACT OF 1934, AS AMENDED. been publicly disclosed by express written permission of such Party or by the other Party, such permission not to be unreasonably withheld, conditioned or delayed.) Notwithstanding the above, once a public disclosure has been made, either Party shall be free to disclose to Third Parties any information contained in accordance with this Section 9.5; providedsaid public disclosure, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonablewithout further pre-review or pre-approval.

Public Announcements. The existence and the terms of this Agreement shall be treated by each Party as the other Party’s Confidential Information. The Parties have agreed upon hereby consent to issuing the content of one (1) joint press release that appended to this Agreement as Attachment 3, following execution of the Agreement. Otherwise, neither Party shall be issued substantially in originate any publicity, news release, public announcements, or public disclosures, written or oral, whether to the form attached hereto as Schedule 9.5public or press, stockholders or otherwise, relating to this Agreement, including its existence, the release subject matter to which it relates, performance under it or any of which the Parties shall coordinate in order to accomplish its terms, save only such release promptly upon a date announcements that are required to be mutually made by law, regulations, the rules of a securities exchange, or the order of a court or other governmental body of competent jurisdiction or that are otherwise agreed to by the Parties. Neither The Parties shall use Diligent Efforts to keep such announcements brief and factual. If a Party shall issue any other public decides to make such an announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law law regulations, court order, or the rules of a stock exchange on which the securities exchange, or desires to make any other public disclosure relating to this Agreement, it shall give each other Party at least *** Business Days advance notice, where practicable, of the Disclosing proposed text of the announcement or disclosure so that each other Party (or its parent entity) are listed (or shall have an opportunity to which an application for listing has been submitted)comment. If To the extent that a reviewing Party isreasonably requests the deletion of any information in the proposed text, the disclosing Party shall delete such information unless, in the reasonable opinion of its the disclosing Party’s legal counsel, such confidential information is legally required by Applicable Law or the rules of to be fully disclosed. Nothing herein shall prevent a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing Party from re-disclosing any factual information that has previously been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing disclosed to the other Party as far in advance as reasonably practicable (and in no event less than [public, ***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon* INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. Notwithstanding the foregoingALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential InformationAS AMENDED. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.5; provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableaccurate.

Public Announcements. The Parties have agreed upon the content of one (1) joint a press release that which shall be issued by Insmed substantially in the form attached hereto as Schedule 9.59.4, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually agreed by the Partiesafter execution of this Agreement. Neither Party shall issue any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, such consent not to be unreasonably conditioned, withheld or delayed, except that such consent shall not be required for any such public announcement, press release or other disclosure that is, is (i) in the opinion of the Disclosing disclosing Party’s counsel, required by Applicable Law or made pursuant to any rules or regulations of the rules of a stock United States Securities Exchange Commission or any securities exchange on which the securities of the Disclosing disclosing Party (or any of its parent entity) Affiliates are listed or traded (or to which an application for listing has been submitted). If a Party is, or (ii) issued in connection with routine or required filings made pursuant to any rules or regulations of the opinion of its counsel, required by Applicable Law United States Securities Exchange Commission or the rules of a stock any securities exchange on which the securities of the disclosing Party or any of its (or its parent entity’s) securities Affiliates are listed or traded (or to which an application for listing has been submitted) to make such (each of (i) and (ii), a public disclosure, such “Required Disclosure”). Each Party shall submit the any proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees except that neither Party shall have such opportunity to comment on any Required Disclosure of the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationother Party. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, in accordance with this Section 9.59.4; provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Public Announcements. The Parties have agreed upon initial press release with respect to the content execution of one (1) this Agreement shall be a joint press release that shall be issued substantially in the form attached hereto as Schedule 9.5, the release of which the Parties shall coordinate in order to accomplish such release promptly upon a date to be mutually reasonably agreed upon by the PartiesXxxxx and HDW. Neither Party Thereafter, neither Latch nor HDW shall issue or cause the publication of any other public announcement, press release or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party announcement (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission of the other Party to disclose any information regarding the terms of this Agreement extent not previously issued or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, made in accordance with this Section 9.5Agreement) with respect to this Agreement or the transactions contemplated hereby without the prior consent of each other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or by any applicable listing agreement with the Nasdaq or other relevant securities exchange as determined in the good faith judgment of the party proposing to make such release (in which case such party shall not issue or cause the publication of such press release or other public announcement without prior consultation with each other party); provided, however, that each party and their respective controlled affiliates may make statements that are consistent with statements made in previous press releases, public disclosures or public statements made by Latch or HDW in compliance with this Section 5.4. Notwithstanding anything to the contrary in this Section 5.4, HDW shall be permitted to make statements or communications (a) to the HDW Stockholders, members of the board of directors of HDW, or advisors, in each case, with a need to know the information contained in such information remains accurate as statements or communications without the consent of such time and Latch provided that HDW informs the frequency and form recipient of the confidential nature of such disclosure are reasonableand the recipient is bound by a contractual, legal or fiduciary obligation of confidentiality to HDW, (b) to counterparties to contracts, customers and suppliers of HDW, in each case, with a need to know the information contained in such statements or communications after reasonable consultation with Latch and with the consent of Latch provided that HDW informs the recipient of the confidential nature of such disclosure and the recipient is bound by a contractual, legal or fiduciary obligation of confidentiality to HDW, or (c) as reasonably necessary to enforce or defend any claim under this Agreement or in connection with the transactions hereby contemplated.

Public Announcements. The Except as may otherwise be required by law or regulation, neither Party shall make any public announcement concerning this Agreement or the subject matter hereof without the prior consent of the other Party, such consent not to be unreasonably withheld. If this Agreement is determined to be material to the business of Incyte (or ELITRA) so that its disclosure is required by law or regulation, ELITRA (or Incyte) shall have the right to review and comment of the text of the disclosure prior to its release to the public. Notwithstanding the foregoing, the Parties have agreed upon the content of one (1) agree to issue a joint press release that shall be issued in substantially in the form attached hereto as Schedule 9.5, EXHIBIT H (the release "JOINT PRESS RELEASE") announcing the execution of which this Agreement within thirty (30) days of the Parties shall coordinate in order to accomplish such release promptly upon a date to be Effective Date (as mutually agreed by the Parties) and to coordinate and cooperate with each other, to the extent commercially reasonable, to obtain maximum benefit to the Parties with respect to the marketing of the transactions contemplated hereby. Neither The Parties agree to consult with each other reasonably and in good faith with respect to the timing of such press release, and neither Party shall issue any other public announcement, press release or other public disclosure statement regarding this Agreement or its the subject matter hereof that is in any manner inconsistent with the Joint Press Release without the prior written consent of the other Party, provided that either Party may issue such press releases as it determines, based on the written advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure. In addition, following the issuance of the Joint Press Release, either Party shall be free to disclose, without the other Party’s 's prior written consent, except for any such disclosure that is, in the opinion of the Disclosing Party’s counsel, required by Applicable Law or the rules of a stock exchange on which the securities of the Disclosing Party (or its parent entity) are listed (or to which an application for listing has been submitted). If a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party shall submit the proposed disclosure in writing consent and to the other Party as far in advance as reasonably practicable (and in no event less than [***] prior to extent consistent with the anticipated date Joint Press Release, the existence of disclosure) so as to provide a reasonable opportunity to comment thereon. Notwithstanding this Agreement, the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Information. Neither Party shall be required to seek the permission identity of the other Party to disclose any information regarding the party and those terms of this the Agreement or any amendment hereto that has which have already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by in the other Party, in accordance with this Section 9.5; provided, that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonableJoint Press Release.

Public Announcements. (a) The Parties have agreed upon shall agree on the content and form of one (1) joint the expected press release that from each Party and shall be issued substantially in coordinate to the form attached hereto as Schedule 9.5extent reasonably practicable, the release timing of which the Parties shall coordinate initial press releases in order to accomplish such release the same promptly upon execution and delivery of this Agreement. The initial press releases of the Parties are attached hereto as Exhibit 0. Except to the extent already disclosed in a date to be mutually agreed by the Parties. Neither Party shall issue any other public announcement, press release or other public disclosure regarding communication issued in accordance with this Agreement or Agreement, no public announcement concerning this Agreement, its subject matter without or the other Party’s prior written consenttransactions described herein shall be made, either directly or indirectly, by either Party or its Affiliates, except for any such disclosure that isas may be required, in the opinion good faith discretion of the Disclosing such Party’s counsel, required by Applicable Law (including disclosure requirements of the U.S. Securities and Exchange Commission (“SEC”)), judicial order, or the rules of a stock exchange on which or quotation system rule without first obtaining the securities approval of the Disclosing other Party (and agreement upon the nature, text and timing of such announcement, which approval and agreement shall not be unreasonably withheld or its parent entity) are listed (delayed. The Party desiring to make any such voluntary public announcement shall provide the other Party with a written copy of the proposed announcement in reasonably sufficient time prior to public release to allow the other Party to comment upon such announcement, prior to public release. In the case of press releases or other public communications required to which an application for listing has been submitted). If a Party isbe made by law, in the opinion of its counsel, required by Applicable Law judicial order or the rules of a stock exchange on which its (or its parent entity’s) securities are listed (quotation system rule, the Party making such press release or to which an application for listing has been submitted) to make such a public disclosure, such Party announcement shall submit the proposed disclosure in writing provide to the other Party a copy of the proposed press release or public announcement in written or electronic form upon such advance notice as far in advance as reasonably is practicable (under the circumstances for the purpose of allowing the notified Party to review and in no event less than [***] prior comment upon such press release or public announcement. Under such circumstances, the releasing Party shall not be obligated to delay making any such press release or public communication beyond the anticipated date of disclosure) so as time when the same is required to provide a reasonable opportunity to comment thereon. Notwithstanding the foregoing, AbbVie and its Affiliates and its and their Sublicensees shall have the right to publicly disclose research, development and commercial information (including with respect to regulatory matters) regarding the Licensed Products; provided, that such disclosure is subject to the provisions of ARTICLE 9 with respect to Morphic’s Confidential Informationbe made. Neither Party shall be required to seek the permission of the other Party to disclose repeat any information regarding the terms of this Agreement or any amendment hereto that has already CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. been publicly disclosed by such Party or by the other Party, Party in accordance with this Section 9.50; provided, provided that such information remains accurate as of such time and provided the frequency and form of such disclosure are reasonable.