Common use of Securities Filings Clause in Contracts

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law Applicable Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use [***] reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 13.3 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit Certain information marked as [***] have has been omitted pursuant to a request for confidential treatment excluded from this exhibit because it is both (i) not material and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc.(ii) would be competitively harmful if publicly disclosed.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use [***] reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***[ * ] ([***]) business days prior to (but in no event later than [***[ * ] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have = Certain confidential information contained in this document, marked by brackets, has been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna BiopharmaceuticalsCommission pursuant to Rule 406 of the Securities Act of 1933, Inc.as amended.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use [***] reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event If either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which that describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeLaw, the Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to disclosing terms or conditions of this Agreement, and shall use [***] reasonable and diligent efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which such terms and conditions of this Agreement that it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 7.5 if the substance of the [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeLaw, the Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed or required to be disclosed. No such notice shall be required under this Section 6.5 11.4 if the substance of the description of or reference to this PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. 57 Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this AgreementArticle 10, any disclosure that is required by securities Laws, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or the rules of a securities exchange or the Securities and Exchange Commission or the securities regulations of any state or other jurisdiction, as reasonably advised by the disclosing Party’s counsel, may be made; provided, however, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeLaws, the such Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the FINAL VERSION proposed filing not less than [***] at least ten ([***]10) business days Business Days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement, and . The Party making such filing shall use [***] Commercially Reasonable Efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidentialconfidential or otherwise afforded confidential treatment, and shall only disclose Confidential Information which that it is reasonably advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 10.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state state, country, province or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeApplicable Law, the Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] five ([***]5) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Information of the Disclosing Party which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 11.4 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either other Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event If either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which that describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeApplicable Law, the Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement, and shall use [***] reasonable and diligent efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose 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 PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential Information which it that is advised requested by counsel is the Securities and Exchange Commission or legally required to be disclosed. No such notice shall be required under this Section 6.5 5.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in the Press Release or in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this AgreementArticle 12, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which that describes or refers to the terms and conditions of this Agreement under or any related agreements between the Securities Act of 1933Parties, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law or the rules of any national securities exchange, the such Party shall notify the other Party of such intention and shall use [***] to provide such the other Party with a copy of relevant portions of the proposed filing promptly (and in any event, at least five (5) Business Days (or such shorter time to meet any filing deadline where it is not less than [***] ([***]practical to provide the other Party with such notice) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating that refer to the other Party or the terms and conditions of this AgreementAgreement or any related agreements between the Parties; provided, however, that if such Party proposes to file this Agreement as an exhibit to any such filing and to request confidential treatment for portions of this Agreement in connection with any such filing, then such Party shall use [***] provide the other Party with a copy of the relevant portions of the proposed filing at least ten (10) Business Days prior to obtain such filing. The Party making such filing shall cooperate in good faith with the other Party to seek confidential treatment of any information concerning the terms and conditions of this Agreement or any related agreements between the Parties that such the other Party requests to be kept confidentialconfidential or otherwise afforded confidential treatment and for which confidential treatment is available under applicable securities laws, rules and regulations, and shall only disclose Confidential Information which that it is reasonably advised by legal counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 if the substance of the description of or reference to this Agreement or a related agreement between the Parties contained in the proposed filing has been included in any previous filing made by the either Party hereunder in accordance with this Section 12.6 or otherwise approved by the other Party. Confidential Portions Party or disclosed in a prior press release by the Parties or other prior public disclosure made by a Party in accordance with the terms of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc.Article 12.

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in In the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeLaw, the such Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of drafts of the proposed filing not as soon as reasonably practicable, but in no event less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (filing, and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including without limitation any exhibits thereto relating to the terms and conditions of this Agreement, and . The Party making such filing shall use [***] reasonable efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which that it is advised by counsel is legally required to be disclosed or required to be disclosed. No such notice shall be required under this Section 6.5 9.5 if the substance of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this Agreement, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law Law or the rules of any national securities exchange, the Party shall notify the other Party of such intention and shall use [***] reasonable efforts to provide such other Party with a copy of relevant portions of the proposed filing not less than [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to this Agreement, and shall use [***] reasonable efforts to obtain confidential treatment of any information concerning this Agreement that such other Party requests be kept confidential, and shall only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 11.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..

Securities Filings. Notwithstanding anything to the contrary in this AgreementARTICLE 12, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which that describes or refers to the terms and conditions of this Agreement under or any related agreements between the Securities Act of 1933Parties, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities law or the rules of any national securities exchange, the such Party shall notify the other Party of such intention and shall use [***] to provide such the other Party with a copy of relevant portions of the proposed filing not less than at least [***] ([***]) business days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating that refer to the other Party or the terms and conditions of this Agreement, and Agreement or any related Agreements between the Parties. The Party making such filing shall use [***] cooperate in good faith with the other Party to obtain confidential treatment of any information concerning the terms and conditions of this Agreement or any related agreements between the Parties that such the other Party requests be kept confidentialconfidential or otherwise afforded confidential treatment, and shall only disclose Confidential Information which in connection with such filing that it is reasonably advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 if the substance of the description of or reference to this Agreement or a related agreement between the Parties contained in the proposed filing has been included in any previous filing made by the either Party hereunder in accordance with this Section 12.6 or otherwise approved by the other Party. Confidential Portions Notwithstanding the foregoing, the Parties acknowledge that Novavax will be filing a Form 8-K with the Securities and Exchange Commission in connection with the execution of this Exhibit marked as Agreement and agrees that the [***] have been omitted pursuant notice requirement set forth in this paragraph shall be waived with respect to a request for confidential treatment and have been filed separately such filing. The Parties acknowledge that Novavax shall provide Takeda with relevant portions of this proposed Form 8- K filing that relates to the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc.execution of this Agreement at least [***] prior to such filing.

Securities Filings. Notwithstanding anything to the contrary in this AgreementArticle 10, any disclosure that is required by securities Laws, including the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, or the rules of a securities exchange or the Securities and Exchange Commission or the securities regulations of any state or other jurisdiction, as reasonably advised by the disclosing Party’s counsel, may be made; provided, however, in the event either Party proposes to file with the Securities and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to the terms and conditions of this Agreement under the Securities Act of 1933, as amended, the Securities Exchange Act, Act of 1934, as amended, or any other applicable securities law or the rules of any national securities exchangeLaws, the such Party shall notify the other Party of such intention and shall use [***] to provide such other Party with a copy of relevant portions of the FINAL VERSION proposed filing not less than at least […***…] ([…***…]) business days Business Days prior to (but in no event later than [***] ([***]) business days prior to) such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), including any exhibits thereto relating to the terms and conditions of this Agreement, and . The Party making such filing shall use [***] Commercially Reasonable Efforts to obtain confidential treatment of any information concerning the terms and conditions of this Agreement that such other Party requests be kept confidentialconfidential or otherwise afforded confidential treatment, and shall only disclose Confidential Information which that it is reasonably advised by counsel is legally required to be disclosed. No such notice shall be required under this Section 6.5 10.5 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by the either Party hereunder or otherwise approved by the other Party. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Sienna Biopharmaceuticals, Inc..