Common use of Publicity; Terms of Agreement Clause in Contracts

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13. A Party will not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have already been publicly disclosed by such Party in accordance with the terms of this Agreement or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.131.17. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party will not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 12.3 (in lieu of the authorized disclosure provisions set forth in Section 10.212.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information Information. The Parties will mutually agree on the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld or delayed. With respect to GENE’s public announcement of the achievement of each of the milestones set forth in Section 1.138.9, GENE shall make such announcement within ***** working days of the achievement of such milestone as determined in accordance with the provisions of this Agreement. A Party will shall not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have has already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10Agreement. The Parties acknowledge that Celera Amgen and/or Virobay GENE may be obligated to file a copy of this Agreement and/or the Stock Purchase Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended amended, and each such Party will shall be entitled to make such filing, provided however, that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of this Agreement or the Stock Purchase Agreement marked to show provisions for which the filing Party intends to seek confidential treatment treatment, and will the filing Party shall reasonably consider the non-filing Party’s timely comments thereon.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the existence text of and a press release announcing the material terms execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement are Confidential Information or the terms hereof that differs from this mutually agreed upon text, the Party will give reasonable prior advance notice of both Parties, subject the proposed text of the announcement to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of other Party for its prior review and approval, the authorized disclosure provisions set forth in Section 10.2, approval not to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13be unreasonably withheld or delayed. A Party will not be required to seek the permission of from the other Party to repeat repeatedly publish any information as to the terms of this Agreement that have already been publicly disclosed by such Party Party, in accordance with the terms of this Agreement foregoing, or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 1012. The Parties acknowledge that Celera Nuvelo and/or Virobay Bayer may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”) or its equivalent in each country in the Bayer Territory 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and amended, or the equivalent in each such country in the Bayer Territory. Each Party will be entitled to make such filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailingthis Agreement. In the event of any such filingrequest for confidential treatment, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon. Each Party will give the other reasonable prior notice of any announcement relating to activities concerning Licensed Product. Bayer acknowledges that Nuvelo as a publicly-traded company is legally obligated to make timely disclosure of all material events relating to Licensed Product.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 12.3 (in lieu of the authorized disclosure provisions set forth in Section 10.212.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information Information. The Parties will mutually agree on the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld or delayed. With respect to GENE's public announcement of the achievement of each of the milestones set forth in Section 1.138.9, GENE shall make such announcement within ***** working days of the achievement of such milestone as determined in accordance with the provisions of this Agreement. A Party will shall not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have has already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10Agreement. The Parties acknowledge that Celera Amgen and/or Virobay GENE may be obligated to file a copy of this Agreement and/or the Stock Purchase Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended amended, and each such Party will shall be entitled to make such filing, provided however, that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of this Agreement or the Stock Purchase Agreement marked to show provisions for which the filing Party intends to seek confidential treatment treatment, and will the filing Party shall reasonably consider the non-filing Party’s 's timely comments thereon.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the existence text of and a press release announcing the material terms execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement are Confidential Information or the terms hereof that differs from this mutually agreed upon text, the Party will give reasonable prior advance notice of both Parties, subject the proposed text of the announcement to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of other Party for its prior review and approval, the authorized disclosure provisions set forth in Section 10.2, approval not to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13be unreasonably withheld or delayed. A Party will not be required to seek the permission of from the other Party to repeat repeatedly publish any information as to the terms of this Agreement that have already been publicly disclosed by such Party Party, in accordance with the terms of this Agreement foregoing, or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations investors under appropriate conditions of non-disclosure and non-use at least as stringent as those contained in this Article 10confidentiality. The Parties acknowledge that Celera ZGEN and/or Virobay Bayer may be obligated to file a copy of this Agreement with the U.S. United States Securities and Exchange Commission (the “SEC”) or its equivalent in each country in the Bayer Territory 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 U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Securities Act of 1933, as amended and amended, or the equivalent in each such [ * ] Confidential Treatment Requested country in the Bayer Territory. Each Party will be entitled to make such filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailingthis Agreement. In the event of any such filingrequest for confidential treatment, the filing Party will provide the non-filing Party with an advance copy of the this Agreement is marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon. Each Party will give the other reasonable prior notice of any announcement relating to activities concerning Licensed Product.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.1312.2. A Party will may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to repeat publicly disclose any information as to regarding the terms of this Agreement that have has already been publicly disclosed or previously agreed to by such Party in accordance with the terms of this Agreement Party, or by the other Party. Either Party may disclose the terms of , in accordance with this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10Section 12.2. The Parties acknowledge that Celera and/or Virobay Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will ). Affymax shall be entitled to make such a required filing, provided that it requests confidential treatment of the more certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailingAffymax. In the event of any such filing, the filing Party will Affymax shall provide the non-filing Party TPUSA with an advance a copy of the Agreement marked to show provisions for which the filing Party Affymax intends to seek confidential treatment and will shall reasonably consider and incorporate TPUSA’s comments thereon to the non-filing Party’s timely comments thereonextent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled [ * ] = 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. hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.

Publicity; Terms of Agreement. (a) The Parties agree that the existence of and the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions 11.3. Except as set forth in Section 10.211.3(c), to neither Party shall issue any public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the extent of other Party’s prior written consent, except for any conflict) and without limiting such disclosure that is, in the generality opinion of the definition disclosing Party’s counsel, required by Law, any regulatory authority (including filings with the Securities and Exchange Commission or other agency) or the rules of Confidential Information set forth a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, in Section 1.13. A the opinion of its counsel, required by Law, any regulatory authority (including filings with the Securities and Exchange Commission or other agency) or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, such Party will not be required shall submit the proposed disclosure in writing to seek the permission of the other Party to repeat any information as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment thereon; provided, however, if a Party is required by Law, any regulatory authority (including filings with the terms Securities and Exchange Commission or other agency) or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted) to disclose this Agreement that have already been publicly disclosed by Agreement, such Party in accordance with the terms of this Agreement or by the other Party. Either Party may disclose the terms shall prepare a proposed redacted version of this Agreement to actual or potential investorsrequest confidential treatment for this Agreement, collaboratorsand the other Party may promptly (and in any event, licensees or commercial partners who agree no more than five (5) Business Days after receipt of such proposed redactions) provide its comments, which comments shall be considered in good faith by the Party required to be bound by obligations of non-disclosure make such disclosure. -30- [***] = Information that has been omitted and non-use at least as stringent as those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay may be obligated submitted separately to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests for which confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereonhas been requested.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are included within the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.1312.2. A Party will may disclose the material terms of this Agreement if such disclosure is reasonably necessary to any bona fide potential or actual investor, acquiror, merger partner, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use at least as restrictive to those contained in Article 12 of the Collaboration Agreement. If either Party desires to make a press release concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days after receiving the press release for review. Neither Party shall be required to seek the permission of the other Party to repeat publicly disclose any information as to regarding the terms of this Agreement that have has already been publicly disclosed or previously agreed to by such Party Party, or [ * ] = Certain confidential information contained in accordance this document, marked by brackets, has been omitted and filed separately with the terms Securities and Exchange Commission pursuant to Rule 24b-2 of this Agreement or the Securities Exchange Act of 1934, as amended. by the other Party. Either Party may disclose the terms of , in accordance with this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10Section 12.2. The Parties acknowledge that Celera and/or Virobay Affymax may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will ). Affymax shall be entitled to make such a required filing, provided that it requests confidential treatment of the more certain commercial terms and sensitive technical terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailingAffymax. In the event of any such filing, the filing Party will Affymax shall provide the non-filing Party TPUSA with an advance a copy of the Agreement marked to show provisions for which the filing Party Affymax intends to seek confidential treatment and will shall reasonably consider and incorporate TPUSA’s comments thereon to the non-filing Party’s timely comments thereonextent consistent with the legal requirements governing redaction of information from material agreements that must be publicly filed. TPUSA shall promptly provide any such comments. TPUSA recognizes that U.S. Laws and SEC policies and regulations to which Affymax is and may become subject may require Affymax to publicly disclose certain terms of this Agreement that TPUSA may prefer not be disclosed, and that Affymax is, after completing the above mentioned procedures, entitled hereunder to make such required disclosures to the extent legally required in the reasonable opinion of outside legal counsel.

Publicity; Terms of Agreement. The Parties will mutually agree that upon the existence text of and a press release announcing the material terms execution of this Agreement are Confidential Information and the LCA. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof that differs from this mutually agreed upon text, the Party will give reasonable prior advance notice of both Parties, subject the proposed text of the announcement to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of other Party for its prior review and approval, the authorized disclosure provisions set forth in Section 10.2, approval not to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13be unreasonably withheld or delayed. A Party will not be required to seek the permission of from the other Party to repeat repeatedly publish any information as to the terms of this Agreement that have already been publicly disclosed by such Party Party, in accordance with the terms of this Agreement foregoing, or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners who agree to be bound by obligations investors under appropriate conditions of non-disclosure and non-use at least as stringent as those contained in this Article 10confidentiality. The Parties acknowledge that Celera ZGEN and/or Virobay Bayer may be obligated to file a copy of this Agreement with the U.S. United States Securities and Exchange Commission (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 U.S. Securities and Exchange Commission (the “SEC”) SEC pursuant to the Securities Act of 1933, as amended and each such amended. Each Party will be entitled to make such filing, provided that it requests the filing(s) and will have the right to exercise its sole discretion regarding any request for confidential treatment for this Agreement or any provision of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailingthis Agreement. In the event of any such filingrequest for confidential treatment, the filing Party will provide the non-filing Party with an [ * ] Confidential Treatment Requested advance copy of the this Agreement is marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon. Each Party will give the other reasonable prior notice of any announcement relating to activities concerning Initial Licensed Product.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.131.17. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party will not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon.. *Confidential Treatment Requested by Celera Corporation*

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 (in lieu of the authorized disclosure provisions set forth in Section 10.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.131.17. The Parties will mutually agree the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party will give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld. A Party will not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay Pharmacyclics may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “"SEC”") pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s 's timely comments thereon.

Publicity; Terms of Agreement. The Parties agree that parties shall treat the existence of and the material terms of this Agreement are as confidential and shall not disclose such information to Third Parties without the prior written consent of the other party or except as provided in Section 4.2 (treating such information as Confidential Information of both Parties, subject the other party for purposes of this Article 4). Subject to the special authorized disclosure provisions set forth below in remainder of this Section 10.3 (4.3, neither Amylin nor Nastech shall issue or cause the publication of any press release or public announcement relating in lieu of the authorized disclosure provisions set forth in Section 10.2, any way to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13. A Party will not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have already been publicly disclosed by such Party in accordance with the terms entry of this Agreement or by the transactions contemplated hereby without the prior written approval of the other Partyparty, which approval shall not be unreasonably withheld or delayed. Either Party Both Amylin and Nastech may disclose make public disclosures of the existence and terms of the Agreement in its respective reports or other filings filed with the Securities and Exchange Commission, provided that each party shall first consult with the other on the provisions of this Agreement to actual be [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] redacted in connection with any such filings. In addition, the parties shall consult and use good faith efforts to agree in advance in writing upon the content of any disclosures regarding the status of development, manufacture or potential investors, collaborators, licensees or commercial partners who agree commercialization of Products to be bound made in such filings or in response to questions by obligations of non-disclosure and non-use at least as stringent as the press, analysts, investors or those contained in this Article 10. The Parties acknowledge that Celera and/or Virobay may be obligated to file a copy of this Agreement attending industry conferences or financial analyst calls, consistent with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended and each such Party will be entitled to make such filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereontheir respective legal obligations.

Publicity; Terms of Agreement. The Parties agree that the existence of and the material terms of this Agreement are shall be considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 10.3 12.4 (in lieu of the authorized disclosure provisions set forth in Section 10.212.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information set forth in Section 1.13Information. The Parties will mutually agree on the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be unreasonably withheld or delayed. A Party will shall not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that have has already been publicly disclosed by such Party in accordance with the terms of this Agreement foregoing or by the other Party. Either Party may disclose the terms of this Agreement to actual or potential investors, collaborators, licensees or commercial partners investors who agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 1012. The Parties acknowledge that Celera Amgen and/or Virobay Hyseq may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission with its next quarterly report on Form 10-Q, an annual report on Form 10-K or a current report on Form 8-K or with any 37. registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended amended, and each such Party will shall be entitled to make such filing, provided however, that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment treatment, and will the filing Party shall reasonably consider the non-filing Party’s 's timely comments thereon.