Common use of SEC Filings and Other Disclosures Clause in Contracts

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”) or any equivalent governmental agency in any country in the Territory. Before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.3, the Parties will consult with one another on the terms of this Agreement to be redacted in making any such disclosure (which, at a minimum, shall include redaction of all financial terms), with the disclosing Party providing as much advanced notice as is feasible under the circumstances, and giving consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party shall, at its own expense, seek such confidential treatment of confidential portions of this Agreement and such other terms, as may be reasonably requested by the other Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED.

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement and make any other public written disclosure regarding the existence of, or performance under, this Agreement, to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with (a) applicable Law, including the rules and regulations [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Confidential Execution Version promulgated by the United States Securities and Exchange Commission or (“SEC”b) or any equivalent governmental agency Governmental Authority, securities exchange or securities regulator in any country in the Territory. Before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.311.4, the Parties will shall consult with one another on with respect to the terms timing, form, and content of such disclosure. If so requested by the other Party, the Party subject to such obligation shall use reasonable efforts to obtain an order protecting, to the maximum extent possible and not prohibited by applicable Law (as reasonably determined by the disclosing Party in consultation with its legal counsel), the confidentiality of such provisions of this Agreement to be redacted in making any such disclosure (which, at a minimum, shall include redaction of all financial terms), with the disclosing Party providing as much advanced notice as is feasible under the circumstances, and giving consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party shall, at its own expense, seek such confidential treatment of confidential portions of this Agreement and such other terms, as may be reasonably requested by the other Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”Notwithstanding the foregoing, if the Parties are unable to agree on the form or content of any required disclosure, such disclosure shall be limited to the minimum required as reasonably determined by the disclosing Party in consultation with its legal counsel. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934Without limiting the foregoing, AS AMENDEDeach Party shall provide the other Party with each proposed filing by such Party with the United States Securities and Exchange Commission or any equivalent Governmental Authority, securities exchange or securities regulator in any country in the Territory which describes the terms of this Agreement (including any filings of this Agreement) reasonably in advance of submission of such filing, and shall reasonably consider in good faith the reasonable comments of the reviewing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement and make any other public written disclosure regarding the existence of, or performance under, this Agreement, to the extent required, in the reasonable opinion of such Party’s legal counsel, required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”) or any equivalent governmental agency authority, securities exchange or securities regulator in any country in the Territoryapplicable country. Before disclosing this Agreement or any of the terms hereof pursuant to this Section 7.37.5, the Parties will shall consult with one another on the terms of this Agreement to be redacted in making any such disclosure (which, at a minimum, shall include redaction of all financial terms)disclosure, with the disclosing Party providing as much advanced advance notice as is feasible under the circumstances, and giving consideration to the timely comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.37.5, such Party shall, at its own expense, seek such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE KURA ONCOLOGY, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO KURA ONCOLOGY, INC. IF PUBLICLY DISCLOSED. confidential treatment of confidential portions of this Agreement and such other termsterms as it reasonably determines, as may be reasonably requested by giving consideration to the comments of the other Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDEDParty pursuant to the preceding sentence.

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement (a) to the extent required, in the reasonable opinion of such Party’s legal counsel, required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”) or any equivalent governmental agency in any country in the Territory. Before disclosing this Agreement , (b) in connection with a prospective acquisition, merger or financing for such Party, to prospective acquirers or merger candidates or to existing or potential investors or financing sources and (c) to any sublicensee, collaborator or potential sublicensee or permitted collaborator of such Party, provided that, in the terms hereof pursuant case of clause (b) or (c), prior to this Section 7.3such disclosure each such candidate, the Parties will consult with one another on the terms of this Agreement investor or financing source shall agree in writing to be redacted bound by obligations of confidentiality and non-use no less restrictive in making any such disclosure scope than those set forth in this Article XII; and provided, further, that in the case of clause (which, at a minimum, shall include redaction of all financial termsa), with the disclosing Party providing as much advanced notice as is feasible under the circumstances, and giving consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party shall, at its own expense, seek such shall initially submit the redacted version of the Agreement agreed to by the Parties in writing within ten (10) days after the Execution Date with a request for confidential treatment of confidential all of the redacted portions of such attached Agreement. With respect to any subsequent disclosure regarding this Agreement by a Party as required to comply with applicable Law, including the rules and such other terms, as may be reasonably requested regulations promulgated by the other Party. CERTAIN United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory (including in response to CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE MATERIALS OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS. comments from the Securities and Exchange Commission regarding a request for confidential treatment), AS AMENDEDsuch Party shall provide a copy of the intended disclosure to the other Party prior to filing of such disclosure, and the other Party shall have five (5) Business Days (or in the case of a Current Report on Form 8-K, two (2) Business Days) prior to the filing thereof to review such disclosure and provide comments to such Party. Such Party shall implement all reasonable comments provided by the other Party within such period, it being understood that each Party is solely responsible for the accuracy and completeness of all SEC disclosures made by such Party.

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement (a) to the extent required, in the reasonable opinion of such Party’s legal counsel, required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”) or any equivalent governmental agency in any country in the Territory. Before disclosing this Agreement , (b) in connection with a prospective acquisition, merger or financing for such Party, to prospective acquirers or merger candidates or to existing or potential investors or financing sources and (c) to any sublicensee, collaborator or potential sublicensee or permitted collaborator of such Party, provided that, in the terms hereof pursuant case of clause (b) or (c), prior to this Section 7.3such disclosure each such candidate, the Parties will consult with one another on the terms of this Agreement investor or financing source shall agree in writing to be redacted bound by obligations of confidentiality and non-use no less restrictive in making any such disclosure scope than those set forth in this Article 14; and provided, further, that in the case of clause (which, at a minimum, shall include redaction of all financial termsa), with the disclosing Party providing as much advanced notice as is feasible under the circumstances, and giving consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party shall, at its own expense, seek such shall initially submit the redacted version of the Agreement agreed to by the Parties in writing within ten (10) days after the Execution Date with a request for confidential treatment of confidential all of the redacted portions of such attached Agreement. With respect to any subsequent disclosure regarding this Agreement by a Party as required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory (including in response to comments from the Securities and Exchange Commission regarding a request for confidential treatment), such Party shall provide a copy of the intended disclosure to the other termsParty prior to filing of such disclosure, as may be reasonably requested and the other Party shall have five (5) Business Days (or in the case of a Current Report on Form 8-K, two (2) Business Days) prior to the filing thereof to review such disclosure and provide comments to such Party. Such Party shall implement all reasonable comments provided by the other Party within such period, it being understood that each Party is solely responsible for the accuracy and completeness of all SEC disclosures made by such Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED.

SEC Filings and Other Disclosures. Either Party may disclose the terms of this Agreement (a) to the extent required, in the reasonable opinion of such Party’s legal counsel, required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission (“SEC”) or any equivalent governmental agency in any country in the Territory. Before disclosing this Agreement , (b) in connection with a prospective acquisition, merger or financing for such Party, to prospective acquirers or merger candidates or to existing or potential investors or financing sources and (c) to any sublicensee, collaborator or potential sublicensee or permitted collaborator of such Party, provided that, in the terms hereof pursuant case of clause (b) or (c), prior to this Section 7.3such disclosure each such candidate, the Parties will consult with one another on the terms of this Agreement investor or financing source shall agree in writing to be redacted bound by obligations of confidentiality and non-use no less restrictive in making any such disclosure scope than those set forth in this Article XII; and provided, further, that in the case of clause (which, at a minimum, shall include redaction of all financial termsa), with the disclosing Party providing as much advanced notice as is feasible under the circumstances, and giving consideration to the comments of the other Party. Further, if a Party discloses this Agreement or any of the terms hereof in accordance with this Section 7.3, such Party shall, at its own expense, seek such shall initially submit the redacted version of the Agreement agreed to by the Parties in writing within ten (10) days after the Execution Date with a request for confidential treatment of confidential all of the redacted portions of such attached Agreement. With respect to any subsequent disclosure regarding this Agreement by a Party as required to comply with applicable Law, including the rules and regulations promulgated by the United States Securities and Exchange Commission or any equivalent governmental agency in any country in the Territory (including in response to comments from the Securities and Exchange Commission regarding a request for confidential treatment), such Party shall provide a copy of the intended disclosure to the other termsParty prior to filing of such disclosure, as may be reasonably requested and the other Party shall have five (5) Business Days (or in the case of a Current Report on Form 8-K, two (2) Business Days) prior to the filing thereof to review such disclosure and provide comments to such Party. Such Party shall implement all reasonable comments provided by the other Party within such period, it being understood that each Party is solely responsible for the accuracy and completeness of all SEC disclosures made by such Party. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED.