Common use of Regulatory Cooperation Clause in Contracts

Regulatory Cooperation. (a) The Udemy Stockholders agree to use reasonable best efforts to (i) make, or cause to be made, the registrations, declarations and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree to use Arena shall reasonably cooperate, at Eisai’s expense, with any reasonable best efforts requests for assistance from Eisai with respect to (i) makeEisai’s (or any Eisai Related Party’s) conducting regulatory activities with respect to Products in the Territory, and (ii) maintaining any Regulatory Approval of a Product that is held by Eisai (or cause any Eisai Related Party), including by: (a) making its employees, consultants and other staff reasonably available upon reasonable notice during normal business hours to attend meetings with Regulatory Authorities concerning the applicable Products; (b) performing (except as otherwise agreed by the Parties) all stability testing of each packaging configuration of each Product for which Eisai applies for Regulatory Approval in each applicable country in the Territory as is reasonably necessary to prepare, file, obtain and maintain such Regulatory Approval; (c) disclosing and making available to Eisai, in a reasonable form as Eisai may reasonably request, all manufacturing and quality control data, chemistry, manufacturing and controls data and other information possessed by Arena or its Affiliates or subcontractors and related to the applicable Product and the manufacturing process therefor as is reasonably necessary or desirable to prepare, file, obtain and maintain any such Regulatory Approval; and (d) cooperating in Eisai’s conducting shipping studies that are necessary for Commercialization of Products in any country in the world outside of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Caribbean. Eisai shall reimburse Arena for all reasonable, documented out-of-pocket expenses incurred by Arena in providing such cooperation under this Section 7.5 within 30 days of the date of invoice provided by Arena. In addition, prior to a Facility Assignment, for any activities conducted by Arena under this Section 7.5 in excess of […***…] per Calendar Year, Eisai will reimburse Arena for its fully-burdened internal costs to conduct such activities, at a rate reasonably determined by Arena in accordance with its customary accounting procedures consistently applied. After the Facility Assignment, for any activities conducted by Arena under this Section 7.5, Eisai will reimburse Arena at a rate of CHF[…***…] per hour of cooperation; provided, that commencing January 1, 2018, such hourly rate shall be madeadjusted annually, effective January 1 of the registrationsapplicable Calendar Year, declarations and filings required to reflect any year-to-year percentage increase or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals decrease (including as set forth on Exhibit Bthe case may be) in connection with the receipt by U.S. Bureau of Labor Statistics Employee Cost Index (“ECI”) (based on the Udemy Stockholders change in the ECI from the most recent index available as of the Merger Consideration (Effective Date to the “Udemy Stockholder Filings”) most recent index available as promptly as reasonably practicable of the date of the calculation of such adjusted hourly rate). Eisai shall reimburse such costs within 30 days after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt invoice therefor provided by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by CourseraArena. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. In the event that any Regulatory Approval is determined by the Holder upon advice of its legal counsel to be required in connection with any exercise of this Warrant and/or the issuance of the Warrant Shares (a) The Udemy Stockholders agree or to use reasonable best efforts permit the Holder of the Warrant Shares to exercise its voting or other rights with respect to the Warrant Shares), then the Company, at its own expense, shall (i) make, or cause prepare and make all filings and submissions required to be made, made by the registrations, declarations and filings required or advisable Company in connection with obtaining any regulatory authorizationssuch Regulatory Approvals as promptly as reasonably practicable following such determination (or, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with at the receipt by the Udemy Stockholders request of the Merger Consideration Holder, as promptly as reasonably practicable following the Holder’s exercise of this Warrant) and (ii) use commercially reasonable efforts to obtain such Regulatory Approval (or to cause the “Udemy Stockholder Filings”expiration of any applicable waiting period) as promptly as reasonably practicable after the date of this Agreement and following such determination (ii) obtain all other authorizationsor exercise), consentsincluding taking, clearances, orders or approvals required causing to be obtained from any Governmental Entity of competent jurisdiction as a precondition taken, all actions reasonably necessary, proper or advisable under applicable law in order to obtain such Regulatory Approval; provided, that the Holder shall not be obligated to propose, negotiate, effect or agree to the receipt by sale, divestiture, hold separate, license or other disposition of any assets, products, product lines, properties or services or businesses of Holder or its “Affiliates” (as defined in Rule 405 under the Udemy Stockholders Securities Act), or otherwise agree or commit to take any action that limits their freedom of action, ownership or control with respect to, or their ability to retain or hold, any of the Merger Consideration as soon as reasonably practicableforegoing, or agree or commit to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of the Holder or its Affiliates. All documented filing fees incurred by the Udemy Stockholders in connection The Company shall cooperate and consult with the Udemy Stockholder Filings shall be borne by Coursera. Holder (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s input from the Holder) and shall provide the Holder copies of any filings, submissions, or Udemy’s (and other communications required in connection with such Regulatory Approvals for review prior to filing or submission. If any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, Regulatory Approval has not been obtained on or prior to the extent permitted Termination Date, then the Termination Date shall be extended until 5:00 p.m., New York, NY time on the second Business Day after all such Regulatory Approvals have been obtained, but in no event shall the Termination Date be extended by more than one hundred eighty (180) days regardless of whether such Governmental Entity, give Coursera and Udemy the opportunity to attend or participateRegulatory Approvals have been obtained. The Holder shall, as applicablethe acquiring party, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, prepare and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, make its own filings and written communications between submissions required under the Udemy Stockholders HSR Act and their respective affiliates applicable competition laws and Representatives, on the one hand, and such Governmental Entity or shall bear its respective staff, on the other handown filing fees (or, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant joint filing fee, the parties shall share such fee equally), and shall use commercially reasonable efforts to this Section 4.04 may be redacted or withheld as cooperate with the Company and to provide information reasonably necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate obtain any materials provided to the other pursuant to this Section 4.04 as “outside counsel onlyRegulatory Approval.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree to use reasonable best efforts Except with respect to (i) makethe Existing Clinical Studies, (ii) any Approved Clinical Studies for which Array is the owner of the IND in a given country in the Ono Territory, and/or (iii) with respect to Clinical Studies conducted by Array in one or cause more countries of the Ono Territory pursuant to Section 4.5 above, Ono shall be responsible for liaising with and managing all interactions with Regulatory Authorities in the Ono Territory, including with respect to all Regulatory Filings for the Product in the Ono Territory (other than the Array Regulatory Filings) and Array shall cooperate with Ono in such regulatory interactions (e.g. Ono’s correspondence to matters of inquiry from Regulatory Authorities) in a timely manner. Array shall be entitled to participate in such interactions as provided in this Section 4.6(d) subject to receipt of any required permissions of such Regulatory Authorities in the Ono Territory. Ono shall be entitled to participate in interactions with Regulatory Authorities in Korea with respect to the Existing Clinical Studies as provided in this Section 4.6(d) subject to receipt of any required permissions of such Regulatory Authorities in Korea. Ono shall also be entitled to attend selected material meetings with the FDA as an observer. (i) To the extent relating to a Product within the Ono Territory or activities under this Agreement, Ono shall provide Array with: (A) reasonable advanced notice of substantive meetings (or telephone or similar substantive interactions) that are either scheduled or initiated by or under the authority of Ono with a Regulatory Authority in the Ono Territory and immediate notice of any unscheduled substantive interactions that are initiated by such a Regulatory Authority (including, the PMDA or MHLW or any committee to whom the PMDA or MHLW have delegated activities relating to the review or approval of ▇▇▇▇ filed with the PMDA) other than meetings or interactions with any such Regulatory Authority pertaining to Pricing and Reimbursement Approval of the Product in the applicable country, and advance copies of all related documents and other relevant information relating to such meetings or other contact except where the provision of advance copies is not possible as in the case of unscheduled substantive interactions that are initiated by a Regulatory Authority. (B) an opportunity to have up to two (2) representatives attend all substantive meetings and interactions with Regulatory Authorities in the Ono Territory, subject to receipt of any required permissions of such Regulatory Authorities in the Ono Territory, and if requested by Ono or required under applicable Law, to actively participate in, all substantive meetings and interactions with any Regulatory Authority in the Ono Territory; provided that Ono shall not be required to delay the occurrence of any substantive meetings or interactions with any such Regulatory Authority to the extent that Array representatives are not available to attend such substantive meetings or interactions on the date and time the same are scheduled to occur; and in any case, Ono shall keep Array informed as to all material interactions with Regulatory Authorities within the Ono Territory; and (C) a copy of any material documents, information and correspondence that Ono (or its designee) proposes to submit to a Regulatory Authority in the Ono Territory relating to Regulatory Filings for the Product reasonably in advance of the date on which such documents, information and/or correspondence are proposed to be madesubmitted, together with English translations thereof, if such translations exist. Array shall have the registrationsright to consult with, declarations and filings required or advisable provide comments to, Ono in connection with obtaining (1) any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) substantive meetings and/or interactions with Regulatory Authorities in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement Ono Territory and (ii2) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made documents, information and correspondence that Ono (or received by the Udemy Stockholders its designee) proposes to or with any Governmental Entity relating submit to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera Regulatory Authority in the Ono Territory; and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and Ono shall consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) all reasonable comments provided by Array with respect to such meetings, interactions, documents, information and/or correspondence. Without limiting the foregoing, Ono shall provide to Array copies of the proposed written communicationlabeling for the Product in the local language to be filed in the Ono Territory. Additionally, Ono shall provide Array with (1) a copy of the MAA in electronic format provided that in cases where the MAA was not filed electronically, Ono will provide the electronic files used to generate such submission, and (2) copies of the final labeling for the Product in the local language in all countries in the Ono Territory in which Ono obtains Marketing Approvals. Array shall provide to Ono copies of the proposed labeling for the Product in the local language to be filed by Array in USA and by PFM in France, Germany, Italy, Spain and the United Kingdom. Additionally, (1) Array shall provide Ono with a copy of the MAA filed by Array with the FDA and a copy of the MAA filed by PFM with the EMA, in each case in electronic format, provided that in cases where the MAA was not filed electronically, Array will provide the electronic files used to generate such submission, and (2) Array shall provide to Ono copies of the final labeling for the Product in the local language in all countries in the Array Territory in which Array and Array’s Third Party Partners obtains Marketing Approvals. (ii) reasonably consult The Parties shall cooperate in good faith with Coursera respect to Regulatory Authority inspections of any site or facility where Clinical Studies, manufacturing or pharmacovigilance activities with respect to the Product are conducted by or on behalf Ono pursuant to this Agreement, whether such site or facility is Ono’s or its Affiliate’s or Subcontractor’s (each an “Audited Site”). Array shall be given a reasonable opportunity (taking into account the timing and Udemy notice provided by the applicable Regulatory Authority) to assist in advance the preparation of the Audited Sites for inspection, where appropriate, and to attend any inspection by any Regulatory Authority of the Audited Sites, and the summary, or wrap-up, meeting with a Regulatory Authority at the conclusion of such inspection subject to any required permission of such Regulatory Authorities. If such attendance would result in the disclosure to Array of Confidential Information unrelated to the subject matter of this Agreement, upon Ono’s request the Parties shall enter into a reasonable and customary confidentiality agreement with respect to such unrelated subject matter. Ono shall use Diligent Efforts to secure for the other Party the rights set forth in this Section 4.6(d)(ii) from its Subcontractors. In the event that Ono is unable to secure such inspection rights from any of its Subcontractors, Ono agrees to secure such rights for itself and, if requested by Array, shall exercise such rights, at its own expense, on behalf of Array and fully report the results thereof to Array. In the extent permitted by event that any Audited Site is found to be non-compliant with one or more Good Laboratory Practice, Good Clinical Practice, Good Manufacturing Practice or current standards for pharmacovigilance practice, Ono shall submit to Array a proposed recovery plan or Corrective and Preventative Actions (“CAPA”) within a reasonable period after Ono, its Affiliate or its Subcontractor receives notification of such Governmental Entity, give Coursera non-compliance from the relevant Regulatory Authority and Udemy the opportunity Ono shall use Diligent Efforts to attend implement such recovery plan or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and CAPA promptly after submission. (iii) Ono shall propose to the JDRC, and the JDRC shall review and approve or reject on the overall strategy of all material Regulatory Filings with applicable Regulatory Authorities in the Ono Territory through JDRC (other than any such Regulatory Filings pertaining to Pricing and Reimbursement Approval of the Product in the Ono Territory) prior to their submission or filing by or under the authority of Ono. Ono shall have the sole right to negotiate with, and obtain from, the applicable Regulatory Authorities a reimbursement drug price of the Products within the Ono Territory. [ * ] (iv) Each Party shall promptly furnish Coursera and Udemy provide the other Party with copies of all material correspondencedocuments, filings information and correspondence received from a Regulatory Authority within the Ono Territory as well as Array Territory directed to the Development of the Product for Commercialization within the Ono Territory (including a written summary in English of any material communications between the Udemy Stockholders and their respective affiliates and Representativesin which such other Party did not participate) and, on the one hand, and such Governmental Entity or its respective staff, on the other handupon reasonable request, with respect copies of any other documents, reports and communications from or to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that Regulatory Authority within the parties hereto may, as they deem advisable or necessary, designate any materials provided Ono Territory directed to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy Product or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with activities under the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (ev) Without limiting the foregoingNotices, (icopies of submissions and correspondence, and other materials to be given in advance as provided in this Section 4.6(d) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose shall be provided in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including event not less than a reasonable time in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.advance.

Regulatory Cooperation. (a) The Udemy Stockholders agree In the event that the Investor reasonably determines that it has a Regulatory Problem, the Company agrees to use reasonable best efforts to take all such actions as are reasonably requested by the Investor in order (i) make, or cause to be made, the registrations, declarations effectuate and filings required or advisable in connection with obtaining facilitate any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt transfer by the Udemy Stockholders Investor of any securities of the Merger Consideration (Company then held by the “Udemy Stockholder Filings”) as promptly as reasonably practicable after Investor to any Person designated by the date of this Agreement and Investor, (ii) obtain to permit the Investor (or any of its Affiliates) to exchange all other authorizationsor any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class of non-voting securities of the Company, consentswhich non-voting securities shall be identical in all respects to such voting securities, clearances, orders except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing and (iii) to grant the Investor or approvals required to be obtained from its designee the reasonable equivalent of any Governmental Entity voting rights arising out of competent jurisdiction the Investor's ownership of voting securities and/or provided for in the Stockholders Agreement that were diminished as a precondition to the receipt by the Udemy Stockholders result of the Merger Consideration transfers and amendments referred to above. If the Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as soon as such Affiliate may reasonably practicablerequest in order to assist such Affiliate in complying with Laws to which it is subject. All documented filing fees incurred by Such agreements may include restrictions on the Udemy Stockholders redemption, repurchase or retirement of securities of the Company that would result or be reasonably expected to result in connection with the Udemy Stockholder Filings shall be borne by Courserasuch Affiliate holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. (b) Coursera shall reasonably cooperate with and assist (including providing information) In the Udemy Stockholders in connection with event the performance Investor has the right to acquire any of the Udemy Stockholders obligations Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and the Investor reasonably determines that it has a Regulatory Problem, at the Investor's request the Company will offer to sell to the Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had the Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 4.04(a1(a). (c) The Udemy Stockholders shall, In the event that any Affiliate of the Company ever offers to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or issue any of its affiliates or Coursera or any of its affiliates in connection securities to the Investor, then the Company will cause such Affiliate to enter into an agreement with the transactions contemplated by the Merger Investor substantially similar to this Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree Subject to the terms and conditions of this Agreement, Buyer and each Group Company shall use their respective reasonable best efforts to consummate and make effective the Contemplated Transactions as promptly as practicable, including by using their respective reasonable best efforts to (i) makemake any necessary filings, notices, petitions, statements, registrations, or cause submissions, including under the HSR Act, provided that the parties shall make any filings required under the HSR Act within one (1) Business Day after the date of this Agreement; (ii) comply to the extent necessary with any request for information by any Governmental Authority, including any request for additional information and documentary material under the HSR Act; (iii) resolve questions or objections, if any, as may be made, the registrations, declarations asserted by any Governmental Authority; and filings (iv) obtain any Governmental Authorizations required or advisable from any Governmental Authorities, provided, that none of the Group Companies, Subsidiaries of the Group Companies or Buyer shall be required to waive or forfeit any rights or incur any additional liabilities or material expenses, other than counsel fees and similar out-of-pocket expenses. Buyer shall be responsible for paying all applicable HSR Act filing fees. (b) To the extent not prohibited by applicable Law, each of Buyer and each Group Company shall cooperate and consult with each other in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained Governmental Authorizations from any Governmental Entity of competent jurisdiction as a precondition Authority required to consummate the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with Contemplated Transactions, and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted unless prohibited by applicable Law, (i) promptly notify Coursera and Udemy inform the other party of any material written substantive communication made or received by the Udemy Stockholders to or with from any Governmental Entity relating to any Udemy Stockholder FilingsAuthority; (ii) consult and cooperate with, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or Udemy’s submitted by or on behalf of any party in connection with proceedings under the antitrust Laws of any Governmental Authority; (iii) promptly provide each other with copies of all substantive written communications to or from any Governmental Authority with respect to the Contemplated Transactions; (iv) use good faith efforts to give each other reasonable advance notice of all meetings with any Governmental Authority with respect to the Contemplated Transactions; and (v) not participate independently in any of their respective outside counsels’) meeting with a Governmental Authority with respect to the Contemplated Transactions without providing to the other party reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance notice and, to the extent permitted by such Governmental Entitypracticable, give Coursera and Udemy the an opportunity to attend or participateand participate in such meeting. In addition, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto party may, as they deem it deems advisable or and necessary, reasonably designate any materials confidential and competitively sensitive material provided to the other parties as “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. (c) Without limiting any other obligations of the parties hereunder, each of the Group Companies and Buyer shall use their respective reasonable best efforts to (x) respond to and resolve any objections asserted by any Governmental Authority with respect to the Contemplated Transactions promptly to allow the Closing to occur prior to the Outside Date, (y) defend any Action by or before any Governmental Authority, whether judicial or administrative, whether brought by private parties or Governmental Authorities or officials, challenging this Agreement or the consummation of the Contemplated Transactions, and (z) take any and all other actions to avoid or eliminate ‎impediments under any Law that may be asserted by any Governmental Authority or any other ‎Person so as to enable the parties to close the Contemplated Transactions promptly and prior to the Outside Date, including actions necessary to ensure that no Governmental Authority enters any order, decision, judgment, decree, ruling, or injunction (preliminary or permanent), establishes any Law, rule, or regulation or takes any other action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the Contemplated Transactions and to ensure that no Governmental Authority with the authority to clear, authorize or otherwise approve the consummation of the Contemplated Transactions fails to do so by the date necessary to allow the Closing to occur by the Outside Date; provided, however, that, notwithstanding the foregoing, in no event will either of the Group Companies or Buyer or any of their respective Affiliates be obligated to: (i) propose, negotiate, commit to or effect, by consent decree, hold separate orders or otherwise, the sale, divestiture, licensing or disposition of any of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Section 4.04 as “outside counsel onlyAgreement; or (ii) accept any operational restrictions or otherwise take or commit to take actions that limit its freedom of action with respect to, or its ability to retain, any of its assets, properties, licenses, rights, product lines, operations or businesses.” (d) The Udemy Stockholders During the Pre-Closing Period, Buyer shall not, and shall cause its Affiliates not to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity interests in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets or rights, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger, consolidation or purchase would reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with be expected to (i) preparing and filing as promptly as practicable with impose any material delay in the obtaining of, or significantly increase the risk of not obtaining in time to allow the Closing to occur prior to the Outside Date, any authorizations, consents, orders, declarations or approvals of any Governmental Entity all filings Authority necessary to be filed by Udemy consummate the Contemplated Transactions or the expiration or termination of any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreementapplicable waiting period, including the Merger and (ii) obtaining materially increase the risk of any Governmental Authority entering any Government Order prohibiting or impeding the consummation of the Requisite Regulatory Approvals in connection with Contemplated Transactions, or (iii) otherwise materially delay the transactions contemplated by consummation of the Merger Agreement, including Contemplated Transactions to a date later than the MergerOutside Date. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree Stockholder agrees to use reasonable best efforts to (i) make, or cause prepare and file as promptly as possible and in any event no later than thirty (30) days after the date of the Merger Agreement all necessary Filings to be made, filed by the registrations, declarations Stockholder and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) its Affiliates in connection with the receipt by Regulatory Approvals (as defined in the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”Side Letter) including, for clarity, not withdrawing any Filings referred to in this ‎Section 4.08(a) and resubmitting any such Filings referred to in this ‎Section 4.08(a) as promptly soon as reasonably practicable in the event such Filings are rejected for any reason by the Federal Reserve Board or any other relevant Governmental Authority; provided that any Filing with respect to the HSR Act or the approval of the OCC under 12 CFR Section 5.53 to enter into the I▇▇ Amendment shall be made promptly after the date of this Agreement any determination that such approval is required and (ii) to obtain all other authorizationsConsents, consentsincluding the Regulatory Approvals, clearances, orders or approvals required to be obtained from the Federal Reserve Board and any other Governmental Entity of competent jurisdiction Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions. To the extent permitted by Applicable Law, the Stockholder shall deliver as a precondition promptly as practicable to the receipt Federal Reserve Board or any other appropriate Governmental Authorities any additional information and documentary material that may be requested by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders Federal Reserve Board or any other Governmental Authority in connection with the Udemy Transactions. Without limiting the foregoing, none of the Stockholder Filings or its respective Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of each of Parent and the Company (which shall not be borne by Courseraunreasonably withheld, conditioned or delayed). (b) Coursera Parent shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders Stockholder in connection with (i) preparing and filing as promptly as practicable after the date of the Merger Agreement any Filings referred to in ‎Section 4.08(a) and (ii) obtaining any Consent referred to in ‎Section 4.08(a) in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a)Transactions. (c) The Udemy Stockholders Each of Parent and the Stockholder shall, to the extent permitted by applicable Law, Applicable Law (i) promptly notify Coursera and Udemy the other party of any material written communication made or received by Parent or the Udemy Stockholders Stockholder, as applicable, to or with the Federal Reserve Board or any Federal Reserve Bank or with any Governmental Entity Authority relating to any Udemy Filings required to be filed by the Stockholder or any of its Affiliates in connection with the Transactions (the “Stockholder Filings”), and, if permitted by applicable LawApplicable Law and reasonably practical, permit Coursera and Udemy the other party to review in advance any material proposed written communication to any such Governmental Entity Authority relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemyincorporate the other party’s (and any of their respective its outside counsels’counsel’s) (or the Company’s (and any of its outside counsel’s), as applicable) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, not agree to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, participate in any material in-person meeting or substantive discussion with the Federal Reserve Board or any Federal Reserve Bank or any other Governmental Entity Authority in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder FilingFiling unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend or participate, as applicable, and (iii) promptly furnish Coursera and Udemy the other party with copies of all material correspondence, filings and written communications between the Udemy Stockholders it and their respective affiliates its Affiliates and Representatives, on the one hand, and such Governmental Entity Authority or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; . Any materials provided that materials exchanged pursuant to in connection with ‎Section 4.08 of this Section 4.04 Agreement may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or and necessary, designate any materials provided to the other pursuant to under this Section 4.04 ‎Section 4.08 as “outside counsel only.” (d) The Udemy Stockholders Stockholder shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Courserainformation) Udemy the Company and Coursera Parent in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity Authority all filings Filings to be filed by Udemy the Company or any of its affiliates Affiliates or Coursera Parent or any of its affiliates Affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger Transaction and (ii) obtaining any of the Requisite Regulatory Approvals Consent in connection with the transactions contemplated by the Merger Agreement, including the MergerTransactions. (e) In the event any Proceeding by any Governmental Authority or other Third Party is commenced which questions the validity or legality of, or otherwise challenges, the Transactions, or seeks damages in connection therewith, the parties hereto shall reasonably cooperate and use reasonable best efforts to defend against such Proceeding, and, if an injunction or other Order is issued in any such Proceeding, use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions; provided, that, unless the Stockholder elects to do so, nothing in this Agreement shall require the Stockholder to commence any litigation against, or defend any litigation commenced by, any Governmental Authority. (f) Without limiting the foregoingforegoing and notwithstanding anything to the contrary in the confidentiality agreement between Parent and the Stockholder, dated as of January 18, 2019, (i) each Udemy the Stockholder hereby authorizes Coursera and Udemy Parent to publish and disclose in any announcement or disclosure relating to the transactions contemplated by the Merger Agreement, including the MergerTransactions, including in the Joint Proxy Statement/Prospectus, such Udemy the Stockholder’s identity and its ownership of the Covered Udemy Stockholder Shares and the nature of such Udemy the Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy Parent hereby authorize such Udemy authorizes the Stockholder and its affiliates Affiliates to publish and disclose the nature of such Udemy the Stockholder’s obligations under this Agreement in filings with the SECSEC and Canadian securities regulators, including pursuant to Schedule 13D 13D; provided in each case that the disclosing party shall permit the other party to review in advance any proposed announcement or disclosure and Schedule 13G.incorporate consider the other party’s (and any of its outside counsel’s) reasonable comments thereto.

Regulatory Cooperation. (a) The Udemy Stockholders agree On a country-by-country basis in the Territory, if Pfizer is not the marketing authorization applicant or marketing authorization holder in a country, Licensor shall be responsible for regulatory filings in such country, subject to use reasonable best efforts this Section 4.5.2(a) (Regulatory Cooperation). Licensor shall provide Pfizer drafts of any material documents or other material correspondences pertaining to (i) makethe Licensed Compound or Licensed Product, including Regulatory Approval applications and any proposed labeling, that Licensor plans to submit to, or cause has received from, any Regulatory Authority in the Territory, such provision of drafts to be madereasonably in advance of (but in no event less than [***] prior to) such planned submission. Pfizer may provide comments regarding such documents and other correspondences prior to their submission, which comments, if reasonable, shall be incorporated by Licensor. Licensor shall provide Pfizer with copies of all material regulatory submissions it makes to, and all material regulatory correspondence it receives from, any Regulatory Authority in the registrations, declarations and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition Territory pertaining to the receipt Licensed Compound or Licensed Product, including Regulatory Approval applications and any proposed labeling, in the Territory. Pfizer shall have the right to participate in all meetings, conferences and discussions by Licensor or its Affiliates with any Regulatory Authorities in the Udemy Stockholders Territory pertaining to the Licensed Product, including having its representatives present at such meetings, conferences or discussions. Licensor shall provide Pfizer with reasonable advance notice of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred all such meetings and other contact, if requested by the Udemy Stockholders in connection with the Udemy Stockholder Filings Pfizer, and advance copies of all related material documents and other relevant material information relating to such meetings or other contact to allow Pfizer a reasonable opportunity to review and provide comment on such materials, which comments, if reasonable, shall be borne incorporated by CourseraLicensor. (b) Coursera On a country-by-country basis in the Territory, if Pfizer is the marketing authorization applicant or marketing authorization holder in a country, Pfizer shall be responsible for regulatory filings in such country, subject to this Section 4.5.2(b) (Regulatory Cooperation). Pfizer shall provide Licensor drafts of any material documents or other material correspondences pertaining to the Licensed Compound or Licensed Product that would reasonably cooperate with and assist be expected to be relevant in any material respect (including providing informationi) to Biohaven’s Manufacturing or Development rights or obligations under this Agreement, or (ii) to the Udemy Stockholders in connection with the performance Licensed Product outside of the Udemy Stockholders Territory, in each case, that Pfizer plans to submit to any Regulatory Authority in the Territory, such provision of drafts to be reasonably in advance of such planned submission. Licensor may provide comments regarding such documents or other correspondences prior to their submission, which comments shall be considered by Pfizer in good faith, but Pfizer shall not be required to delay the timing of any regulatory filings relating to any Licensed Compound or Licensed Product as a result of Licensor’s right to review and comment and Pfizer may determine whether to incorporate any such comments to in its sole discretion. Licensor shall have the right to participate in any meetings, conferences and discussions by Pfizer or its Affiliates with any Regulatory Authorities in the Territory pertaining to the Licensed Product to the extent such meeting, conference or discussion is reasonably expected to be relevant in any material respect to Biohaven’s Manufacturing or Development rights or obligations pursuant under this Agreement or to Section 4.04(a)the Licensed Product outside of the Territory. Pfizer shall provide Licensor with reasonable advance notice of all such meetings and, if requested by Licensor, and advance copies of all related material documents and other relevant material information relating to such meetings or other contact. (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.[***]

Regulatory Cooperation. Each Party shall notify the other of all material Regulatory Documentation related to the Compound or Licensed Products submitted or received by such Party or its Affiliates or Sublicensees in such Party’s Respective Territory reasonably prior to such submission or reasonably after receipt. Each Party shall consider all comments of the other in good faith, taking into account the best interests of the Development, Regulatory Approval and/or Commercialization of the Compound or Licensed Products in such Respective Territory, but has no obligation to accept any comments of the other Party, except to the extent that ignoring such comment could reasonably be expected to have a material adverse effect on the Development of, Regulatory Approval for, or Commercialization or Exploitation of the Compound or Licensed Products in such Party’s Respective Territory. S▇▇▇▇ and its Affiliates shall, and shall use its Commercially Reasonable Efforts to negotiate an agreement with any Sublicensee (aincluding Everest) The Udemy Stockholders agree to, make available to use reasonable best efforts Pfizer copies of all material Regulatory Documentation related to the Compound or Licensed Products outside the Pfizer Territory that are Controlled by S▇▇▇▇, its Affiliates or such Sublicensee; provided that (i) make, or cause S▇▇▇▇ shall not provide any of Pfizer’s Regulatory Documentation to any of S▇▇▇▇’▇ Sublicensees (including Everest) who does not agree to permit its Regulatory Documentation to be made, the registrations, declarations and filings required or advisable in connection shared with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement Pfizer and (ii) obtain all other authorizations, consents, clearances, orders or approvals S▇▇▇▇ shall not be required to be obtained from make available to Pfizer any Governmental Entity Regulatory Documentation of competent jurisdiction as a precondition any Sublicensee (including Everest) related to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection Compound or Licensed Products Territory if Pfizer has not agreed to permit its Regulatory Data to be shared with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist such Sublicensee (including providing information) Everest). In the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders event that Pfizer grants a Sublicense, Pfizer and its Affiliates shall, and shall use its Commercially Reasonable Efforts to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or negotiate an agreement with any Governmental Entity relating Sublicensee to, make available to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with S▇▇▇▇ copies of all material correspondence, filings and written communications between Regulatory Documentation related to the Udemy Stockholders and their respective affiliates and Representatives, on Compound or Licensed Products in the one hand, and portions of the Pfizer Territory that are Controlled by such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder FilingSublicensee; provided that materials exchanged Pfizer shall not provide any of S▇▇▇▇’▇ Regulatory Documentation to any of Pfizer’s Sublicensees who does not agree to permit its Regulatory Documentation to be shared with S▇▇▇▇. Any information of a Party to which the other Party obtains access pursuant to this Section 4.04 may 5.3 (Regulatory Cooperation) shall, subject to ARTICLE 10 (Confidentiality; Publication), be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that deemed the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature Confidential Information of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.first Party.

Regulatory Cooperation. In the event that any Regulatory Approval is reasonably determined by the Warrantholder upon advice of its legal counsel to be required in connection with the exercise of the Warrant and/or the issuance of the Warrant Shares (aor to permit the holder of the Warrant Shares to exercise its voting or other rights with respect to the Warrant Shares), then each of the Company and the Warrantholder shall (i) The Udemy Stockholders agree to prepare and make all filings and submissions required in connection with such Regulatory Approvals as promptly as reasonably practicable following such determination (or, at the request of the Warrantholder, as promptly as reasonably practicable following the Warrantholder’s exercise of the Warrant) and (ii) use reasonable best efforts to obtain such Regulatory Approval (i) make, or to cause to be made, the registrations, declarations and filings required or advisable in connection with obtaining expiration of any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”applicable waiting period) as promptly as reasonably practicable after the date of this Agreement and following such determination (ii) obtain all other authorizationsor exercise), consentsincluding taking, clearances, orders or approvals required causing to be obtained from any Governmental Entity of competent jurisdiction as a precondition taken, all actions reasonably necessary, proper or advisable under applicable law in order to obtain such Regulatory Approval; provided, that neither party shall be obligated to propose, negotiate, effect or agree to the receipt by the Udemy Stockholders sale, divestiture, hold separate, license or other disposition of any assets, products, product lines, properties or services or businesses of such party or its Affiliates (as defined in Rule 405 of the Merger Consideration Securities Act of 1933, as soon as reasonably practicableamended (the “Securities Act”)), or otherwise agree or commit to take any action that limits their freedom of action, ownership or control with respect to, or their ability to retain or hold, any of the foregoing, or agree or commit to terminate, relinquish, modify or waive existing relationships, ventures, contractual rights, obligations or other arrangements of such party or its Affiliates. All documented filing fees incurred by The Company shall control the Udemy Stockholders strategy in connection respect of obtaining any Regulatory Approval, shall cooperate and consult with the Udemy Stockholder Filings shall be borne by Coursera. Warrantholder (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (input from the Warrantholder), and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect shall provide Warrantholder copies of any such Udemy Stockholder Filingfilings, submissions, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written other communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera required in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite such Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Mergerfor review prior to filing or submission. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree Stockholder agrees to use reasonable best efforts to (i) make, or cause prepare and file as promptly as possible and in any event no later than thirty (30) days after the date of the Merger Agreement all necessary Filings to be made, filed by the registrations, declarations Stockholder and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) its Affiliates in connection with the receipt by Regulatory Approvals (as defined in the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”Side Letter) including, for clarity, not withdrawing any Filings referred to in this Section 4.08(a) and resubmitting any such Filings referred to in this Section 4.08(a) as promptly soon as reasonably practicable in the event such Filings are rejected for any reason by the Federal Reserve Board or any other relevant Governmental Authority; provided that any Filing with respect to the HSR Act or the approval of the OCC under 12 CFR Section 5.53 to enter into the ▇▇▇ Amendment shall be made promptly after the date of this Agreement any determination that such approval is required and (ii) to obtain all other authorizationsConsents, consentsincluding the Regulatory Approvals, clearances, orders or approvals required to be obtained from the Federal Reserve Board and any other Governmental Entity of competent jurisdiction Authority or other Third Party that are necessary, proper or advisable to consummate the Transactions. To the extent permitted by Applicable Law, the Stockholder shall deliver as a precondition promptly as practicable to the receipt Federal Reserve Board or any other appropriate Governmental Authorities any additional information and documentary material that may be requested by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders Federal Reserve Board or any other Governmental Authority in connection with the Udemy Transactions. Without limiting the foregoing, none of the Stockholder Filings or its respective Affiliates shall extend any waiting period or comparable period under the HSR Act or other Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Transactions, except with the prior written consent of each of Parent and the Company (which shall not be borne by Courseraunreasonably withheld, conditioned or delayed). (b) Coursera Parent shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders Stockholder in connection with (i) preparing and filing as promptly as practicable after the date of the Merger Agreement any Filings referred to in Section 4.08(a) and (ii) obtaining any Consent referred to in Section 4.08(a) in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a)Transactions. (c) The Udemy Stockholders Each of Parent and the Stockholder shall, to the extent permitted by applicable Law, Applicable Law (i) promptly notify Coursera and Udemy the other party of any material written communication made or received by Parent or the Udemy Stockholders Stockholder, as applicable, to or with the Federal Reserve Board or any Federal Reserve Bank or with any Governmental Entity Authority relating to any Udemy Filings required to be filed by the Stockholder or any of its Affiliates in connection with the Transactions (the “Stockholder Filings”), and, if permitted by applicable LawApplicable Law and reasonably practical, permit Coursera and Udemy the other party to review in advance any material proposed written communication to any such Governmental Entity Authority relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemyincorporate the other party’s (and any of their respective its outside counsels’counsel’s) (or the Company’s (and any of its outside counsel’s), as applicable) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, not agree to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, participate in any material in-person meeting or substantive discussion with the Federal Reserve Board or any Federal Reserve Bank or any other Governmental Entity Authority in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder FilingFiling unless, to the extent reasonably practicable, it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend or participate, as applicable, and (iii) promptly furnish Coursera and Udemy the other party with copies of all material correspondence, filings and written communications between the Udemy Stockholders it and their respective affiliates its Affiliates and Representatives, on the one hand, and such Governmental Entity Authority or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; . Any materials provided that materials exchanged pursuant to in connection with Section 4.08 of this Section 4.04 Agreement may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or and necessary, designate any materials provided to the other pursuant to under this Section 4.04 4.08 as “outside counsel only.” (d) The Udemy Stockholders Stockholder shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Courserainformation) Udemy the Company and Coursera Parent in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity Authority all filings Filings to be filed by Udemy the Company or any of its affiliates Affiliates or Coursera Parent or any of its affiliates Affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger Transaction and (ii) obtaining any of the Requisite Regulatory Approvals Consent in connection with the transactions contemplated by the Merger Agreement, including the MergerTransactions. (e) In the event any Proceeding by any Governmental Authority or other Third Party is commenced which questions the validity or legality of, or otherwise challenges, the Transactions, or seeks damages in connection therewith, the parties hereto shall reasonably cooperate and use reasonable best efforts to defend against such Proceeding, and, if an injunction or other Order is issued in any such Proceeding, use reasonable best efforts to have such injunction or other Order lifted or extinguished, and to cooperate reasonably regarding any other impediment to the consummation of the Transactions; provided, that, unless the Stockholder elects to do so, nothing in this Agreement shall require the Stockholder to commence any litigation against, or defend any litigation commenced by, any Governmental Authority. (f) Without limiting the foregoingforegoing and notwithstanding anything to the contrary in the confidentiality agreement between Parent and the Stockholder, dated as of January 18, 2019, (i) each Udemy the Stockholder hereby authorizes Coursera and Udemy Parent to publish and disclose in any announcement or disclosure relating to the transactions contemplated by the Merger Agreement, including the MergerTransactions, including in the Joint Proxy Statement/Prospectus, such Udemy the Stockholder’s identity and its ownership of the Covered Udemy Stockholder Shares and the nature of such Udemy the Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy Parent hereby authorize such Udemy authorizes the Stockholder and its affiliates Affiliates to publish and disclose the nature of such Udemy the Stockholder’s obligations under this Agreement in filings with the SECSEC and Canadian securities regulators, including pursuant to Schedule 13D 13D; provided in each case that the disclosing party shall permit the other party to review in advance any proposed announcement or disclosure and Schedule 13G.incorporate consider the other party’s (and any of its outside counsel’s) reasonable comments thereto.

Regulatory Cooperation. To the extent that, at any time, the aggregate number of shares of Class A Common Stock that may be acquired by any Investor Entity upon conversion of shares of Series A Preferred Stock would, when added to the aggregate number of shares of Class A Common Stock deemed beneficially owned by such Investor Entity at such time, as determined pursuant to applicable rules, regulations or guidelines underlying the applicable Mortgage Regulatory Approval cause such Investor Entity to be required to provide notice to or obtain consents, approvals or other authorizations, or exemption from any such notice, consent, approval or other authorization, from any Governmental Entity overseeing the Company’s direct and indirect regulated mortgage activities (e.g., state change-in-control or similar notices and approvals) (any such notices, consents, approvals or other authorizations (or exemptions therefrom), the “Mortgage Regulatory Approvals”), the Company shall use its commercially reasonable efforts to, except to the extent the Investor Entity elects to undertake the following actions, (a) The Udemy Stockholders agree to prepare and file all such Mortgage Regulatory Approvals, (b) use its commercially reasonable best efforts to (i) maketake or cause to be taken, such actions, to provide, or cause to be madeprovided, the registrationssuch information, declarations and filings to do, or cause to be done, such things as are reasonably required or advisable customary to be done in connection with the same and in connection with obtaining any regulatory authorizationssuch Mortgage Regulatory Approvals, consents, clearances, orders or approvals (including c) reasonably cooperate in good faith with such Investor Entity to furnish to the Investor Entity necessary information and reasonable assistance as set forth on Exhibit B) the Investor Entity may reasonably request in connection with the receipt Company’s (or if elected by the Udemy Stockholders Investor Entity, the Investor Entity’s) preparation of any Mortgage Regulatory Approval, (d) reasonably cooperate in responding to any inquiry from a Governmental Entity, and (e) keep the Investor Entity reasonably informed of the Merger Consideration status of any Mortgage Regulatory Approvals and any communications with or inquiries from any Governmental Entity relating thereto; provided, however, that, the Company (i) shall not send or file any Mortgage Regulatory Approval or submit any follow-up materials thereto without the “Udemy Stockholder Filings”) as promptly as reasonably practicable after review, modification, and approval of the date of this Agreement Investor Entity (not to be unreasonably withheld or delayed), and (ii) obtain all other authorizationsshall permit the Investor Entity to participate in any responses to, consentsmeetings with, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or communications with any Governmental Entity relating to any Udemy Stockholder FilingsMortgage Regulatory Approval. As and where applicable, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental the Investor Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance andwill, to the extent permitted by such the applicable Governmental EntityEntity and applicable law, (A) promptly inform the Company of any inquiry it receives from a Governmental Entity with respect to any Mortgage Regulatory Approval, (B) give Coursera and Udemy the Company a reasonable opportunity to attend or participate, as applicable, and participate in any material in-person substantive meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to the Mortgage Regulatory Approvals, (C) consult with the Company in advance with respect to any such Udemy Stockholder Filingappearance, presentation, memorandum, brief, argument, opinion and/or proposal made or submitted in connection with a Mortgage Regulatory Approval, and (iiiD) promptly furnish Coursera and Udemy provide the Company with copies of all material correspondence, filings and submissions or written communications between the Udemy Stockholders Investor Entity and their respective affiliates and Representatives, on the one hand, and such any Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto Mortgage Regulatory Approvals. The Investor Entity may, as they deem it deems advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 by it in connection with any Mortgage Regulatory Approvals as “outside counsel only.” (d) The Udemy Stockholders ” Such materials and the information contained therein shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings be given only to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any outside counsel of the Requisite Regulatory Approvals in connection with Company and will not be disclosed by such outside counsel to employees, officers, or directors of the transactions contemplated by Company without the Merger Agreement, including prior written consent of the MergerInvestor Entity. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree to use reasonable best efforts to (i) make, or cause to be madeIn the event that Investor reasonably determines that it has a Regulatory Problem, the registrations, declarations and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including Company agrees to take all such actions as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information are reasonably requested by Udemy or CourseraInvestor in order (A) Udemy to effectuate and Coursera in connection with facilitate any transfer by Investor of any securities of the Company then held by Investor to any Person designated by Investor, (iB) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy permit Investor (or any of its affiliates Affiliates) to exchange all or Coursera any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class of non-voting securities of the Company, which non-voting securities shall be identical in all respects to such voting securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (C) to grant Investor or its designee the reasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Investor Rights Agreement that were diminished as a result of the transfers and amendments referred to above. If Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which it is subject Such agreements may include restrictions on the redemption, repurchase or retirement of securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations. (ii) In the event Investor has the right to acquire any of the Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and Investor reasonably determines that it has a Regulatory Problem, at Investor's request the Company will offer to sell to Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to subsection (1) above. (iii) In the event that any Affiliate of the Company ever offers to issue any of its affiliates in connection securities to Investor, then the Company will cause such Affiliate to enter into an agreement with the transactions contemplated by the Merger Investor substantially similar to this Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree Everest. Everest shall notify NPLH of all material Regulatory Documentation submitted or received by Everest or its Affiliates or Sublicensees that are related to use reasonable best efforts any Licensed Product in the Territory reasonably prior to such submission or reasonably after receipt. Moreover, with respect to Regulatory Filings in the Territory, Everest will provide NPLH with (i) make, or cause to be made, the registrations, declarations and an English summary of such draft filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain an English translation of that portion of the draft filings newly developed and prepared by Everest reasonably prior to submission so that NPLH may have sufficient opportunity to review and comment on them. Everest shall consider all other authorizationscomments of NPLH in good faith, consentstaking into account the best interests of the Development, clearancesRegulatory Approval and/or Commercialization of the Licensed Product, orders but has no obligation to accept any comments of NPLH, except to the extent that ignoring such comment could reasonably be expected to have a material adverse effect on the Development of, Regulatory Approval for, or approvals required Commercialization or Exploitation of the Compound or a Licensed Product outside the Territory, or on NPLH’s Retained Rights. Material submissions made by Everest to, or correspondence with, Regulatory Authorities will be provided to NPLH sufficiently in advance to enable translation by NPLH, if any such submissions or correspondence are not available in English. NPLH shall not provide any Regulatory Documentation of Everest, its Affiliates, or Sublicensees to any of NPLH’s sublicensees who does not agree pursuant to Section 5.3(b) (NPLH) to permit its Regulatory Documentation to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicableshared with Everest, its Affiliates, and its Sublicensees. All documented filing fees incurred by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera NPLH. NPLH shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant provide or make available to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with Everest copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity Regulatory Documentation submitted or received by NPLH or its respective staff, on the other hand, with respect Affiliates that are related to any Udemy Stockholder Filing; provided Licensed Product outside the Territory reasonably after such submission or receipt. NPLH shall use Commercially Reasonable Efforts to negotiate an agreement with each sublicensee to make available to Everest copies of all material Regulatory Documentation that materials exchanged pursuant are related to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further any Licensed Product outside the Territory that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel onlyare Controlled by its such sublicensee.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.

Regulatory Cooperation. (a) The Udemy Stockholders agree Notwithstanding anything to use reasonable best efforts the contrary contained in this Agreement, it is understood and hereby expressly stated that JPMP’s obligations under this Agreement are subject to this Section 4.4. In the event that JPMP reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by JPMP in order to (i) make, effectuate and facilitate any Transfer by JPMP of any Equity Securities or cause rights relating thereto then held by JPMP to be made, any Person designated by JPMP; provided that any such Transfer during the registrations, declarations and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit BHolding Period that is not a Transfer pursuant to Section 4.1(a)(i)-(ii) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and Agreement, shall require the consent of TPG so long as TPG has the right to nominate a Sponsor Director, which consent shall not be unreasonably withheld or delayed; (ii) obtain permit JPMP, to the extent that it is permitted by law, to exchange all other authorizationsor any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class of non-voting securities of the Company, consentswhich non-voting securities shall be identical in all respects to such voting securities, clearancesexcept that such new securities shall be non-voting and/or shall be convertible into voting securities on such terms as are requested by JPMP and reasonably acceptable to the Company in light of the regulatory considerations then prevailing; provided that any such exchange shall require the consent of TPG so long as TPG has the right to nominate a Sponsor Director, orders which consent shall not be unreasonably withheld or approvals required delayed by TPG; and (iii) in the event of the exchange described in clause (ii), grant JPMP or its designee, to be obtained from the extent that it is permitted by law, the reasonable equivalent of any Governmental Entity voting rights arising out of competent jurisdiction JPMP’s ownership of voting securities that were diminished as a precondition to the receipt by the Udemy Stockholders result of the Merger Consideration exchange referred to in clause (ii) above; provided that any such grant shall require the consent of TPG so long as soon TPG has the right to nominate a Sponsor Director, which consent shall not be unreasonably withheld or delayed by TPG. If JPMP elects to Transfer securities to an Affiliate in order to avoid a Regulatory Problem, subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such agreements that are mutually acceptable to JPMP and the Company, as such Affiliate may reasonably practicablerequest in order to assist such Affiliate in complying with laws to which it is subject; provided that entering into any such agreement shall require the consent of TPG so long as TPG has the right to nominate a Sponsor Director, which consent shall not be unreasonably withheld or delayed by TPG. All documented filing fees incurred Such agreements may include restrictions on the redemption, repurchase or retirement of securities of the Company, mutually acceptable to JPMP and the Company, that would prevent such Affiliate from holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations; provided that entering into any such agreement shall require the consent of TPG so long as TPG has the right to nominate a Sponsor Director, which consent shall not be unreasonably withheld or delayed by the Udemy Stockholders in connection with the Udemy Stockholder Filings shall be borne by CourseraTPG. (b) Coursera shall reasonably During the Holding Period, each Holder agrees to cooperate with the Company and assist (including providing information) the Udemy Stockholders JPMP in connection all reasonable respects in complying with the performance terms and provisions of Section 4.4, including without limitation, voting to approve amending this Agreement or the organizational documents of the Udemy Stockholders obligations Company, in a manner reasonably acceptable to Holders and JPMP or any Affiliate of JPMP entitled to make such request pursuant to Section 4.04(a)4.4 in order to take the specific actions contemplated in Section 4.4(a) to remedy a Regulatory Problem. Notwithstanding anything contained in Section 4.4 to the contrary, neither the Company nor any Holder shall be required under Section 4.4 to take any action that would adversely affect in any material respect the Company or any Holder’s rights under this Agreement or as a holder of Equity Securities or rights relating thereto. The Company and each Holder agrees not to amend or waive the voting or other provisions of the Certificate of Incorporation of the Company or this Agreement if such amendment or waiver would cause JPMP or any of its Affiliates to have a Regulatory Problem. JPMP agrees to notify the Company as to whether or not it would have a Regulatory Problem promptly after JPMP has received notice of any such proposed amendment or waiver. (c) The Udemy Stockholders shallIn the event JPMP Transfers any Units in accordance with this Agreement, to such transferee of JPMP shall have the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy rights of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder FilingJPMP under this Section 4.4; provided that materials exchanged pursuant such transferee is subject to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concernsBanking Regulations and such transferee reasonably determines that it has a Regulatory Problem and, and to remove competitively sensitive material; provided, further that further, that, for the parties hereto mayavoidance of doubt, as they deem advisable or necessary, designate such transferee shall not have the status of a “Sponsor” for any materials provided to the other pursuant to purposes of this Section 4.04 as “outside counsel onlyAgreement unless such Person is a Permitted Transferee of JPMP.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing The Company hereby represents and filing as promptly as practicable with any Governmental Entity all filings warrants that neither the Company nor, to be filed by Udemy or the knowledge of the Company, based solely upon inquiry of management, any of its affiliates subsidiaries (A) offers or Coursera markets, directly or through any arrangement, any product or service of any depository institution owned by ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ & Co., or (B) permits any of its affiliates in connection with the transactions contemplated products or services to be offered or marketed, directly or through any arrangement, by the Merger Agreement, including the Merger and (ii) obtaining or through any of the Requisite Regulatory Approvals in connection with the transactions contemplated depository institution owned by the Merger Agreement, including the Merger▇. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.▇. ▇▇▇▇▇▇ Chase & Co.

Regulatory Cooperation. (a) The Udemy Stockholders agree In the event that SES elects the Dutch Method as the SES Preferred Method of Proceeding and NSS procures authorization for SES or an SES Affiliate to use 125° West through a method other than direct authorization as described under Section 2(a)(i)(A)-(B) above (or similar provision for the BSS Filing), then NSS and SES (or the relevant SES Affiliate) shall cooperate in good faith, using reasonable best commercial efforts to (i) makeparticipate in ITU or other regulatory or coordination proceedings to permit the relevant authorized entity to fulfill obligations that may be necessary to maintain the authorization and comply with applicable law and regulation. In this regard, such efforts to maintain the authorization and comply with applicable law and regulation shall include the following: • NSS shall promptly provide SES with details of all correspondence received by NSS and the Dutch Government related to ITU matters associated with the NSS Filings, • NSS shall take such actions on SES’s behalf as SES may reasonably direct that are necessary to assist the Dutch Government in progressing the coordination of the NSS Filings, including requesting the Dutch Government to send letters regarding the coordination to other administrations or cause to be madethe ITU, • NSS shall support the registrations, declarations and filings required or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) Dutch Government in connection with the receipt NSS Filings by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition to the receipt by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders responding in connection consultation with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(a). (c) The Udemy Stockholders shall, to the extent permitted by applicable Law, (i) promptly notify Coursera and Udemy of any material written communication made or received by the Udemy Stockholders to or with any Governmental Entity relating to any Udemy Stockholder Filings, and, if permitted by applicable Law, permit Coursera and Udemy to review in advance any material proposed written communication to any such Governmental Entity relating to any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communication, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entity, give Coursera and Udemy the opportunity to attend or participate, as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity SES in respect of matters that may from time to time occur in the normal course of business, including without limitation, filing fees discussions, space law issues, • NSS shall provide complete extracts of all relevant provisions of frequency coordination agreements in respect of the NSS Filings entered into by NSS, together with the summary referred to in Section 9 (g), prior to exercise of the Option and NSS shall not enter into any such Udemy Stockholder Filingfurther agreements affecting the NSS Filings without SES’s prior approval in writing. NSS agrees that, during the Exclusivity Period and, subject to exercise of the Option, thereafter, it shall not take any action or omit to take any investigation or inquiry relating to action which has any such Udemy Stockholder Filingnegative affect on the said summary, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, • NSS shall take such actions on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided SES’s behalf as SES may reasonably direct that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as are necessary to address reasonable privilege or confidentiality concerns, and require the Dutch Government to remove competitively sensitive material; provided, further that protect the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel only.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger AgreementNSS Filings, including without limitation the Merger and (ii) obtaining resolution of any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting interference event. Notwithstanding the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy the efforts required of NSS herein shall not mean that NSS has responsibility to publish and disclose develop the FSS or BSS Filings except as expressly provided in any disclosure relating to the transactions contemplated by the Merger Agreementlast sentence of this paragraph, including responsibility for successful coordination of the MergerFSS or BSS Filing, including participation in proceedings of the Joint Proxy StatementUS Federal Communications Commission or other national regulatory bodies outside of the Netherlands, successful resolution of any interference events, or engaging in public advocacy of SES or its commercial concerns at the ITU or other regulatory fora. For avoidance of doubt, SES shall be ultimately responsible for any such Udemy Stockholder’s identity activities. In the event that NSS agrees to make any such efforts at SES’ requests, then NSS shall be entitled to be reimbursed by SES for such efforts at reasonable and its ownership of Covered Udemy Shares customary time and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.material rates.

Regulatory Cooperation. Each Party will share with the other Party any existing or new regulatory information Controlled by such Party (aincluding in relation to any INDs with respect to any Licensed Product) The Udemy Stockholders agree generated or received from Regulatory Authorities with respect to use reasonable best efforts the Development of the Licensed Compound and Licensed Products, and each Party shall reasonably cooperate and support the other Party in all regulatory activities related to the Licensed Compound and Licensed Products in the Field in the Territory. Without limiting the foregoing: (i) makeWith respect to any Clinical Trial for Licensed Products in any Mono/PD-1 Combination which either (A) OncoC4 Controls and is the sponsor, or cause (B) BioNTech is the sponsor but has delegated or transferred all or part of its responsibilities with respect to such Clinical Trial to OncoC4, (I) OncoC4 shall promptly share with BioNTech all material information and all written correspondence received by OncoC4 or its Affiliate from a Regulatory Authority (or that otherwise is in OncoC4’s possession or control and for which OncoC4 is not prohibited from sharing with BioNTech pursuant to any agreement with a Third Party) relating to such Clinical Trial, and (II) BioNTech shall have the right to review, comment, amend and approve (not to be madeunreasonably withheld, conditioned or delayed with respect to any Clinical Trial for which OncoC4 is the registrationssponsor) any submissions or correspondence relating to such Clinical Trial prior to OncoC4 filing with relevant Regulatory Authorities (provided, declarations and filings required that with respect to any Clinical Trial for which OncoC4 is the sponsor, OncoC4 will have final decision-making authority with respect to such submissions or advisable in connection with obtaining any regulatory authorizations, consents, clearances, orders or approvals (including as set forth on Exhibit B) in connection with the receipt by the Udemy Stockholders of the Merger Consideration (the “Udemy Stockholder Filings”) as promptly as reasonably practicable after the date of this Agreement and (ii) obtain all other authorizations, consents, clearances, orders or approvals required to be obtained from any Governmental Entity of competent jurisdiction as a precondition correspondence to the receipt extent required by the Udemy Stockholders of the Merger Consideration as soon as reasonably practicable. All documented filing fees incurred by the Udemy Stockholders applicable Law or to comply with applicable Law, and nothing contained herein will prevent OncoC4 from making any submission that is necessary in connection order to comply with the Udemy Stockholder Filings shall be borne by Coursera. (b) Coursera shall reasonably cooperate with and assist (including providing information) the Udemy Stockholders in connection with the performance of the Udemy Stockholders obligations pursuant to Section 4.04(aapplicable Law). (c) The Udemy Stockholders shall, and, to the extent permitted by applicable LawLaw and Regulatory Authorities, BioNTech shall have the right but not the obligation to attend all meetings or calls with such Regulatory Authority. (iii) promptly notify Coursera BioNTech shall keep the JSC and Udemy OncoC4 reasonably informed of any material written communication made regulatory activities, communications and correspondences with a Regulatory Authority, and shall provide OncoC4 opportunities to review and comment on material regulatory submissions or received by the Udemy Stockholders to or with any Governmental Entity correspondences, in each case, relating to any Udemy Stockholder FilingsLicensed Compound or any Licensed Product, and, if permitted by applicable Law, permit Coursera and Udemy subject to review OncoC4’s compliance with its confidentiality obligations or restrictions. BioNTech shall consider OncoC4’s timely comments thereon in good faith. In relation to meetings regarding Mono/PD-1 Combinations BioNTech will provide OncoC4 with reasonable advance notice of any material proposed written communication to scheduled meeting with any such Governmental Entity Regulatory Authority relating to regulatory matters for the Licensed Compound or any such Udemy Stockholder Filing and consider in good faith Coursera’s or Udemy’s (and any of their respective outside counsels’) reasonable comments to such proposed written communicationLicensed Product, (ii) reasonably consult with Coursera and Udemy in advance and, to the extent permitted by such Governmental Entityapplicable Law and Regulatory Authorities, give Coursera and Udemy OncoC4 shall have the opportunity right but not the obligation to attend any meetings or participate, call with such Regulatory Authority as applicable, in any material in-person meeting or substantive discussion with any Governmental Entity in respect of any such Udemy Stockholder Filing, or any investigation or inquiry relating to any such Udemy Stockholder Filing, and (iii) promptly furnish Coursera and Udemy with copies of all material correspondence, filings and written communications between the Udemy Stockholders and their respective affiliates and Representatives, on the one hand, and such Governmental Entity or its respective staff, on the other hand, with respect to any Udemy Stockholder Filing; provided that materials exchanged pursuant to this Section 4.04 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove competitively sensitive material; provided, further that the parties hereto may, as they deem advisable or necessary, designate any materials provided to the other pursuant to this Section 4.04 as “outside counsel onlyan observer.” (d) The Udemy Stockholders shall reasonably cooperate with and assist (including providing information reasonably requested by Udemy or Coursera) Udemy and Coursera in connection with (i) preparing and filing as promptly as practicable with any Governmental Entity all filings to be filed by Udemy or any of its affiliates or Coursera or any of its affiliates in connection with the transactions contemplated by the Merger Agreement, including the Merger and (ii) obtaining any of the Requisite Regulatory Approvals in connection with the transactions contemplated by the Merger Agreement, including the Merger. (e) Without limiting the foregoing, (i) each Udemy Stockholder hereby authorizes Coursera and Udemy to publish and disclose in any disclosure relating to the transactions contemplated by the Merger Agreement, including the Merger, including in the Joint Proxy Statement, such Udemy Stockholder’s identity and its ownership of Covered Udemy Shares and the nature of such Udemy Stockholder’s obligations under this Agreement and (ii) Coursera and Udemy hereby authorize such Udemy Stockholder and its affiliates to publish and disclose the nature of such Udemy Stockholder’s obligations under this Agreement in filings with the SEC, including pursuant to Schedule 13D and Schedule 13G.