Common use of Publicity; Use of Names Clause in Contracts

Publicity; Use of Names. The form of the initial press release that may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval by the other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or promotional materials relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial order. The Party desiring to make the public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement and its terms, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisions.

Publicity; Use of Names. The form Except as expressly permitted by this Agreement, no disclosure of the initial press release that existence of, or the terms of, this Agreement may be issued made by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval by the other either Party, except and no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party. Notwithstanding the foregoing, except as the Parties agree that a Party may disclose this Agreement to existing or potential Third Party investors in connection with due diligence or similar investigations by such Third Parties, subject to reasonable confidentiality and non-use obligations, and subject to the other Party's prior written consent (which shall not be unreasonably withheld or delayed). It is understood that Metabasis may desire to issue a press release announcing the execution of this Agreement, which must be done only in accordance with this Section. The Parties acknowledge that each Party may desire or be required by applicable laws, regulations, to issue subsequent press releases relating to the Agreement or judicial orderactivities thereunder. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided that Metabasis shall not issue any press releases without Merck's consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either Party desiring may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to make stockholders or filings with the public announcement Securities and Exchange Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure; provided, however, that such Party shall provide first have provided the other Party with a written copy of reasonable opportunity to review and comment on any such press releases, statements or disclosures, except to the proposed announcement in sufficient time prior extent that doing so is not feasible within the timeframe required for compliance with such laws, regulations or market disclosure requirements. In addition, following the initial press release announcing this Agreement, either Party shall be free to public release to allow disclose, without the other Party to comment upon the announcementParty's prior written consent, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement, the identity of the other Party and those terms of the Agreement and its termswhich have already been publicly disclosed in accordance herewith. Metabasis shall provide to the Vice President, under confidentiality obligations no less restrictive than those contained herein, Public Affairs a copy of each press release or other written public disclosure made by Metabasis that refers to its actual this Agreement or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsthe activities of the parties hereunder.

Publicity; Use of Names. The form of the initial press release that may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval by the other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its employees their respective employee(s) in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be required by applicable laws, regulations, or judicial ordermade subject to the following. The Each Party desiring agrees to make provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with a written an advance copy of the proposed any such announcement in sufficient time at least [**] prior to public release to allow the other Party to comment upon the announcement, prior to public its scheduled release. Notwithstanding the foregoing, ACI Each Party shall have the right to disclose expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, the existence Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of this Agreement any 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. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its termstrustees, under confidentiality obligations no less restrictive than those contained hereinofficers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its actual sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or prospective investors more of the patents or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsapplications comprising the Yale Licensed Patents.

Publicity; Use of Names. The form No disclosure of the initial press release that may be issued by ACIexistence, is attached as Exhibit A. Each Party is free to use or the information disclosed in the press release in any other format without further approval by the other Partyterms, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor may be made by either Party, and no Party shall they use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except as may be required by applicable laws, regulations, or judicial orderlaw. The Parties acknowledge and agree that, upon and/or following the Effective Date, one or both of the Parties may desire to issue a press release announcing the execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided, however, that neither Party desiring to make the public announcement shall provide issue any such press releases without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable a written copy of the proposed announcement in sufficient time prior to public release to allow Party shall not issue any such press releases or make such statements or disclosures without the other Party’s prior review and comment. In addition, following any initial press release(s) announcing this Agreement or other public disclosure approved by both Parties, either Party shall be free to comment upon disclose, without the announcementother Party’s prior written consent, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. Either Party may also disclose the terms and its terms, conditions of this Agreement under terms of confidentiality and non-use obligations that are substantially no less restrictive stringent than those contained herein, the confidentiality and non-use provisions in this Agreement to its actual current or prospective investors or acquirers, or as reasonably necessary potential advisors and to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial existing and payment provisionspotential lenders and investors for the purpose of such Party’s financing activities and in connection with a potential Change of Control of such Party.

Publicity; Use of Names. (a) The form Parties agree that the terms and conditions of this Agreement are the initial Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release that may announcing THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. this Agreement, which is attached hereto as Exhibit C, to be issued by ACI, is attached the Parties on such date and time as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval may be agreed by the Parties. No other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out disclosure of context or for promotional purposes. Otherwise, neither Party shall disclose the existence or the terms of this Agreement may be made by either Party or its terms nor Affiliates except as provided in Section 8.3 and this Section 8.6. Except as may be required by Applicable Laws, Licensee shall they not use the name, trademark, trade name or logo of the other Party Verastem, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without except as provided in this Section 8.6 or with the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of Verastem. Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem shall not be impaired, in a manner consistent with best practices used by Licensee with respect to its other Partycollaborators, except and in a manner consistent with Verastem’s brand usage policies. Except as may be required by applicable lawsApplicable Laws, regulationsVerastem shall not use the name, trademark, trade name or judicial order. The Party desiring logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to make the public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement and or its termssubject matter, under confidentiality obligations no less restrictive than those contained herein, to its actual except as provided in this Section 8.6 or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionswith the prior express written permission of Licensee.

Publicity; Use of Names. (a) The form of the initial Parties shall issue a mutually acceptable press release that announcing the execution of this Agreement. A Party may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the issue any subsequent press release in any other format without further relating to this Agreement or activities conducted hereunder upon prior written approval by of the other Party, except such approval not to be unreasonably withheld or delayed; provided, however, that no statements by approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a milestone under this Agreement has been achieved and/or any Party’s official or representatives payments associated therewith have been received; (if included 2) the filing and/or approval of the drug application in the initial press releaseU.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 10.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall be used out provide the other Party a copy of context such proposed disclosures at least four (4) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or for promotional purposesregulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. OtherwiseExcept as otherwise provided in this Article 10.3(a), neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, publicity or news release or promotional materials relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party; provided however, that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. Neither Party shall disclose the existence or terms of this Agreement pursuant to a press release or otherwise except as may be required provided in this Article 10. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for disclosure by applicable laws, regulations, or judicial order. The Party desiring to make the public announcement shall provide the other Party with a written copy of then such text may be disclosed or republished in such proposed press release provided that the proposed announcement in sufficient time prior Party issuing such press release provides notice to public release to allow the other Party to comment upon the announcement, of such press release at least four (4) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public release. Notwithstanding announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the foregoingother Party (whether in the form of an approved press release or prior approved presentation materials, ACI shall have Q&A script or the right like) or it has been substantially made available through press releases, presentations or comments to disclose analysts prior to the existence of this Agreement and its termsEffective Date, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, then such text may be included in such proposed public announcement (but not limited to, all financial a press release) without resubmission and payment provisionsreview by the other Party.

Publicity; Use of Names. The form of the initial Each Party agrees to use reasonable efforts in press release that may be releases, web pages, or other public documents issued by ACIa Party which mention a Collaboration Compound or Product to generally credit the other Party as licensor or licensee, is attached as Exhibit A. Each applicable. Either Party is shall be free to use the information disclosed in the press release in any other format disclose, without further approval by the other Party's prior written consent, except no statements by any Party’s official or representatives (if included the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance herewith. Except as set forth in the initial press release) shall be used out of context preceding sentence or for promotional purposes. Otherwiseas expressly permitted by this Agreement, neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except . A press release announcing the execution of this Agreement is attached to this Agreement as Exhibit 4.4 The Parties acknowledge that each Party may desire or be required by applicable laws, regulations, to issue subsequent press releases relating to the Agreement or judicial orderactivities thereunder. The Party desiring Parties agree to make consult with each other reasonably and in good faith with respect to the public announcement shall provide the other Party with a written copy text and timing of the proposed announcement in sufficient time such press releases prior to public release to allow the other Party to comment upon the announcement, prior to public releaseissuance thereof. Notwithstanding the foregoing, ACI shall have either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the right to disclose the existence Securities and Exchange Commission) as it determines, based on advice of this Agreement and its termscounsel, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as are reasonably necessary to its prospective licensees comply with laws or collaborators regulations or for appropriate market disclosure; provided, however, that such Party shall first have provided the other Party with not less than 48 hours to review and comment on any such press releases, statements or disclosures, except ** CONFIDENTIAL TREATMENT REQUESTED to the extent that ACI redacts sensitive information before providing to licensees doing so is not feasible within the timeframe required for compliance with such laws, regulations or collaborators including, but not limited to, all financial and payment provisionsmarket disclosure requirements.

Publicity; Use of Names. The form Promptly following the Effective Date, Company may issue a press release as mutually agreed by the Parties and attached hereto as Schedule 5.5. Either Party may make subsequent public disclosure of the initial contents of such press release release, provided, however, that may unless otherwise required by applicable law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted), neither Party shall make any other public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be issued by ACIunreasonably withheld, is attached as Exhibit A. Each conditioned, or delayed). No Party is free to shall use the information disclosed in the press release in any other format without further approval by name of the other Party, except no statements by any Party’s official its Affiliates or representatives (if included in the initial press releasetheir respective employee(s) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other PartyParty (such permission not to be unreasonably withheld, conditioned, or delayed), except as may be required by applicable lawslaw or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted) and neither Party shall not use the Trademarks of Merck or its Affiliates in any publicity, regulationspromotion, news release or judicial orderdisclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party. The Parties agree that after any press release is made pursuant to this Section 5.5, a Party desiring may make subsequent public disclosures of the same content without having to make the public announcement shall provide give the other Party with a written copy of the proposed announcement in sufficient time prior opportunity to public release to allow the other Party to review and comment upon the announcementon such subsequent disclosure, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement and its terms, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive such information before providing to licensees or collaborators includingremains accurate as of such time. ***Certain Confidential Information Omitted CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, but not limited toMARKED BY [***], all financial and payment provisions.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Publicity; Use of Names. 9.6.1 The form Parties have mutually approved a joint press release attached hereto as Schedule 9.6.1 with respect to this Agreement and either Party may make subsequent public disclosure of the initial contents of such press release that release. Except as may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval by the other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwiseotherwise provided herein, neither Party shall disclose issue any press release or make any public announcement concerning the existence terms of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, news release or promotional materials relating to this Agreement or its subject matter, transactions described herein without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission consent of the other Party; provided that this Section 9.6 shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement is (a) required by Applicable Law, except or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates’) securities are listed. To the extent that a Party concludes in good faith that it is or may be required to make such a release or announcement or file or register this Agreement or a notification thereof with any Governmental Authority (including as may be required by applicable lawsthe rules of any stock exchange on which such Party’s (or such Party’s Affiliates’) securities are listed) in accordance with the foregoing clause (a) or (b), regulationsas applicable, or judicial order. The such Party desiring agrees to make the public announcement shall provide consult and coordinate with the other Party with respect to such disclosure in accordance with Section 9.3 and, if applicable, the preparation and submission of a written copy confidential treatment request for this Agreement in accordance with the remainder of the proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, prior to public releasethis Section 9.6.1. Notwithstanding the foregoing, ACI shall if a Party is required by Applicable Law to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Governmental Authority as aforesaid and such Party has (i) promptly notified the other Party in writing of such requirement and any respective timing constraints, (ii) provided copies of the proposed disclosure or filing to the other Party reasonably in advance of such filing or other disclosure and (iii) given the other Party a reasonable time under the circumstances to comment upon and request confidential treatment for such disclosure, then such Party will have the right to disclose make such disclosure or filing at the existence of time and in the manner reasonably determined by its counsel to be required by Applicable Law or the applicable Governmental Authority. If a Party seeks to make a disclosure or filing as set forth in this Agreement Section 9.6.1 and its terms, under confidentiality obligations no less restrictive than those contained the other Party provides comments within the respective time periods or constraints specified herein, the Party seeking to its actual make such disclosure or prospective investors or acquirersfiling will reasonably consider such comments and use good faith efforts to -99- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators includingMARKED BY BRACKETS, but not limited to, all financial and payment provisions.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Publicity; Use of Names. The form (a) Within ten (10) days of the initial Effective Date, the Parties shall issue a mutually acceptable press release that announcing the execution of this Agreement. Prior to Lilly or Transition being deemed the Commercializing Party under Article 4, either Party may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the issue any subsequent press release in any other format without further relating to this Agreement or activities conducted hereunder upon prior written approval by of the other Party, except such approval not to be unreasonably withheld or delayed; provided, however, that no statements by approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a commercialization milestone under this Agreement has been achieved and/or any Party’s official or representatives payments associated therewith have been received; (if included 2) the filing and/or approval of the drug application in the initial press releaseU.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 11.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall be used out provide the other Party a copy of context such proposed disclosures at least five (5) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or for promotional purposesregulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. OtherwiseExcept as otherwise provided in this Article 11.3(a), neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, publicity or news release or promotional materials relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party; provided however, except as may be required that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for disclosure by applicable laws, regulations, or judicial order. The Party desiring to make the public announcement shall provide the other Party with a written copy of then such text may be disclosed or republished in such proposed press release provided that the proposed announcement in sufficient time prior Party issuing such press release provides notice to public release to allow the other Party to comment upon the announcement, of such press release at least five (5) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the other Party (whether in the form of an approved press release or prior approved presentation materials, Q&A script or the like) or it has been substantially made available through press releases, presentations or comments to analysts prior to the Effective Date, then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by the other Party. Notwithstanding the foregoing, ACI shall have after Lilly or Transition are deemed the right Commercializing Party under Article 4, the Commercializing Party may issue press releases relating to disclose the existence of this Agreement and its terms, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsactivities conducted hereunder without the prior approval of the other Party.

Publicity; Use of Names. The form (a) Within ten (10) days of the initial Effective Date, the Parties shall issue a mutually acceptable press release that announcing the execution of this Agreement. Prior to Lilly or Transition being deemed the Commercializing Party under Article 4, either Party may be issued by ACI, is attached as Exhibit A. Each Party is free to use the information disclosed in the issue any subsequent press release in any other format without further relating to this Agreement or activities conducted hereunder upon prior written approval by of the other Party, except such approval not to be unreasonably withheld or delayed; provided, however, that no statements by approval of the other Party shall be required if a subsequent press release solely discloses the information that (1) a commercialization milestone under this Agreement has been achieved and/or any Party’s official or representatives payments associated therewith have been received; (if included 2) the filing and/or approval of the drug application in the initial press releaseU.S., Canada, European Union, Japan or China; (3) commercial launch of a Licensed Product or any information that has previously been approved and disclosed as permitted by this Article 11.3. In the case of items (1)-(3) of the preceding sentence, the disclosing Party shall be used out provide the other Party a copy of context such proposed disclosures at least five (5) business days prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or for promotional purposesregulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, the Canadian Securities Administrators or any other governmental agency. OtherwiseExcept as otherwise provided in this Article 11.3(a), neither Party shall disclose the existence of this Agreement or its terms nor shall they use the name, trademark, trade name or logo of the other Party or its employees in any publicity, publicity or news release or promotional materials relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party; provided however, except as may be required that nothing herein shall prohibit the use of the trademark or trade name of a Licensed Product. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for disclosure by applicable laws, regulations, or judicial order. The Party desiring to make the public announcement shall provide the other Party with a written copy of then such text may be disclosed or republished in such proposed press release provided that the proposed announcement in sufficient time prior Party issuing such press release provides notice to public release to allow the other Party to comment upon the announcement, of such press release at least five (5) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the other Party (whether in the form of an approved press release or prior approved presentation materials, Q&A script or the like) or it has been substantially made available through press releases, presentations or comments to analysts prior to the Effective Date, then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by the other Party. The Parties also agree that following the Effective Date, Transition can disclose the mechanism of action of the Licensed Product as well as selected data, approved by Lilly, from animal efficacy studies. Notwithstanding the foregoing, ACI shall have after Lilly or Transition are deemed the right Commercializing Party under Article 4, the Commercializing Party may issue press releases relating to disclose the existence of this Agreement or activities conducted hereunder without the prior approval of the other Party. Collaboration and its terms, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisions.License Agreement

Publicity; Use of Names. The form Except as expressly set forth in this Agreement, no disclosure of the initial press release that may be issued by ACIexistence, is attached as Exhibit A. Each Party is free to use or the information disclosed in terms, including the press release in any other format without further approval by the other Partyfinancial terms, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence of this Agreement or its terms nor may be made by either Party, and no Party shall they use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except as may be required by applicable lawsApplicable Laws. Notwithstanding anything to the contrary in this Section 9.6, regulationsthe Parties shall mutually agree to a press release with respect to this Agreement in the same form as Schedule 9.6 attached hereto and shall be promptly disseminated following signature. Once such press release is approved for disclosure by both Parties, either Party may make subsequent public disclosure of the contents of such press release or judicial orderany subsequent joint or approved press release without further approval of the other Party. The Party desiring In addition, except as expressly permitted in this Agreement, Xxxxx shall not, without Merck’s prior written consent, make any public statement or disclosure, whether by promotion, news release or otherwise, with respect to Antigens or Products or any other aspect of the relationship between Merck and Xxxxx under this Agreement (“Non-Public Information”). However Xxxxx may, without Merck’s prior approval, make a public statement or issue a press release which is limited solely to announcing the receipt of any Milestone Payment or Option Exercise Fee received from Merck under this Agreement, provided that Xxxxx provides Merck with no less than five (5) Business Days to review any such press release and considers, in good faith, any comments or suggestions by Merck. If the public announcement shall provide statement or press release discloses, with respect to Non-Public Information, anything more than the other Party with a written copy receipt of the proposed announcement Milestone Payment or Option Exercise Fee (other than Xxxxx’x then standard corporate background information), the disclosure must be approved by Merck in sufficient time writing prior to public release the disclosure, such approval not to allow the other Party to comment upon the announcement, prior to public releasebe unreasonably withheld. Notwithstanding the foregoing, ACI shall have the right to disclose the existence Portions of this Agreement Exhibit were omitted and its terms, have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsRule 24b-2 of the Securities Exchange Act of 1934.

Publicity; Use of Names. The form No disclosure of the initial press release that may be issued by ACI, is attached as Exhibit A. Each Party is free to use existence or the information disclosed in the press release in any other format without further approval by the other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out of context or for promotional purposes. Otherwise, neither Party shall disclose the existence terms of this Agreement may be made by either Party (or its terms nor respective Affiliates), and no Party (or its respective Affiliates) shall they use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other Party, except as may be required by applicable lawslaw; provided, regulationshowever, or judicial orderif Merck desires to use any trademark identified by Dynavax as of the Effective Date for use for the Licensed Vaccine and/or Product in the Territory (excluding the trademark Dynavax™, but including without limitation the trademark Heplisav™), in connection with the marketing, promotion and/or sale of Product, Dynavax shall grant Merck a non-exclusive, royalty-free, perpetual license to such trademark(s), with a right of sublicense, solely for the marketing, promotion and sale of Products in the Field in the Territory in accordance with this Agreement. The Parties acknowledge and agree that, upon and/or following the Effective Date, the Parties shall issue a joint press release announcing the execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press release prior to the issuance thereof; provided, however, that neither Party desiring shall issue any such press release without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable (i) a Party shall not issue any such press releases or make such statements or disclosures without the public announcement other Party’s prior review and comment and (ii) each Party shall provide the other Party with a written copy no less than [ * ] prior review for each such press release unless an otherwise shorter period of the proposed announcement in sufficient time prior is required under applicable public disclosure laws and regulations. In addition, following any initial press release(s) announcing this Agreement or other public disclosure approved by both Parties, either Party shall be free to public release to allow disclose, without the other Party to comment upon the announcementParty’s prior written consent, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement, the identity of the other Party and those terms of the Agreement and its terms, under confidentiality obligations no less restrictive than those contained herein, to its actual or prospective investors or acquirers, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionswhich have already been publicly disclosed in accordance herewith. [ * ].

Publicity; Use of Names. (a) The form Parties agree that the terms and conditions of this Agreement are the initial Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section ‎8.3 and this Section ‎8.6. The Parties have agreed on a press release that may announcing this Agreement, which is attached hereto as Exhibit C, to be issued by ACI, is attached the Parties on such date and time as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval may be agreed by the Parties. No other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out disclosure of context or for promotional purposes. Otherwise, neither Party shall disclose the existence or the terms of this Agreement may be made by either Party or its terms nor Affiliates except as provided in Section ‎8.3 and this Section ‎8.6. Licensee shall they not use the name, trademark, trade name or logo of the other Party Verastem, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without except as provided in this Section ‎8.6 or with the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933express written permission of Verastem, AS AMENDEDexcept as may be required by Applicable Laws. [*****] INDICATES OMITTED MATERIAL THAT Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem shall not be impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 or with the prior express written permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed to Yakult Honsha Co., Ltd.”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSIONU.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). THE OMITTED REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE COMMISSIONSEC. express written permission any trademarks and corporate or trade names of the other PartyLicensee shall not be impaired, except as may be required in a manner consistent with best practices used by applicable laws, regulations, or judicial order. The Party desiring to make the public announcement shall provide the other Party Verastem with a written copy of the proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement and its terms, under confidentiality obligations no less restrictive than those contained herein, respect to its actual or prospective investors or acquirersother collaborators, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsin a manner consistent with Licensee’s brand usage policies.

Publicity; Use of Names. (a) The form Parties agree that the terms and conditions of this Agreement are the initial Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release that may announcing this Agreement, which is attached hereto as Exhibit I, to be issued by ACI, is attached Verastem on such date and time as Exhibit A. Each Party is free to use the information disclosed in the press release in any other format without further approval may be agreed by the Parties. No other Party, except no statements by any Party’s official or representatives (if included in the initial press release) shall be used out disclosure of context or for promotional purposes. Otherwise, neither Party shall disclose the existence or the terms of this Agreement may be made by either Party or its terms nor Affiliates except as provided in Section 8.3 and this Section 8.6. Licensee shall they not use the name, trademark, trade name or logo of the other Party Verastem, its Affiliates or its their respective employees in any publicity, promotion, news release or promotional materials disclosure relating to this Agreement or its subject matter, without except as provided in this Section 8.6 or with the prior CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. express written permission of the other PartyVerastem, except as may be required by applicable lawsApplicable Laws. Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, regulationsincluding the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or judicial ordertrade names of Verastem shall not be impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. The Party desiring Additionally, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to make the public announcement shall provide the other Party with a written copy of the proposed announcement in sufficient time prior to public release to allow the other Party to comment upon the announcement, prior to public release. Notwithstanding the foregoing, ACI shall have the right to disclose the existence of this Agreement or its subject matter, except as provided in this Section 8.6 or with the prior express written permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the initial press release and its termsall subsequent press releases, under confidentiality obligations no less restrictive than those contained hereinand accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be impaired, in a manner consistent with best practices used by Verastem with respect to its actual or prospective investors or acquirersother collaborators, or as reasonably necessary to its prospective licensees or collaborators provided that ACI redacts sensitive information before providing to licensees or collaborators including, but not limited to, all financial and payment provisionsin a manner consistent with Licensee’s brand usage policies.