Common use of Publicity; Terms of Agreement Clause in Contracts

Publicity; Terms of Agreement. The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 (treating such information as Confidential Information for purposes of Section 9.2) or as provided below. The Parties agree that upon execution of this Agreement or shortly thereafter, the Parties shall issue a joint press release, such press release attached hereto as Appendix C. Except for such press release or as otherwise required by applicable law or applicable stock exchange requirements, neither Marina Bio nor MirnaRx shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Marina Bio and MirnaRx may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 9.3 and which do not reveal non-public information about the other Party. With respect to complying with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial, financial and technical information, including the definitions of Licensed Products and Field of Use, and any dollar amounts set forth herein. Marina Bio agrees that the Side Letter contains the highly confidential information of MirnaRx and such information shall be deemed and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRx’s prior written consent or use such information for any purpose other than performing under this Agreement, except to the extent that specific information in such contents are within the exceptions in Section 1.9(a)-(d).

Publicity; Terms of Agreement. The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 (treating such information as Confidential Information for purposes of Section 9.2) or as provided below. The Parties agree that upon execution of this Agreement or shortly thereafter, the Parties shall issue a joint press release, such press release attached hereto as Appendix C. Except for such press release or as otherwise required by applicable law or applicable stock exchange requirements, neither Marina Bio nor MirnaRx shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Marina Bio and MirnaRx may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 9.3 and which do not reveal non-public information about the other Party. With respect to complying with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which material terms of this Agreement shall be requested considered Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth below in this Section 13.4 (in lieu of the authorized disclosure provisions set forth in Section 13.2, to the extent of any conflict) and without limiting the generality of the definition of Confidential Information. The Parties will mutually agree on the text of a press release announcing the execution of this Agreement. Thereafter, if either Party desires to make a public announcement concerning this Agreement or the terms hereof, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval, such approval not to be redacted unreasonably withheld. A Party shall not be required to seek the permission of the other Party to repeat any information as to the terms of this Agreement that has already been publicly disclosed by such Party in any public accordance with the foregoing or by the other Party. Either Party may disclose the terms of this Agreement (i) as required by law, and (ii) to bona fide potential material investors or acquirors and Representatives of such investors or acquirors who (in the case of potential investors and acquirors and their Representatives) agree to be bound by obligations of non-disclosure and non-use at least as stringent as those contained in this Article 13. ViaCell may disclose the terms of the Agreement by to the agencyparties to that certain Third Amended and Restated Investors' Rights Agreement, dated as of September 30, 2003, among ViaCell and the investors listed therein to obtain such parties consent thereunder. The Parties acknowledge that Amgen and/or ViaCell may be obligated to file a copy of this Agreement with the U.S. Securities and Exchange Commission, and each such Party shall seek be entitled to make such filing, provided however, that it requests confidential treatment by of the agency in public disclosure more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any such filing, the filing Party will provide the non-filing Party with an advance copy of the Agreement by marked to show provisions for which the agency for all sensitive commercial, financial and technical information, including filing Party intends to seek [**] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the definitions of Licensed Products and Field of UseCommission. confidential treatment, and any dollar amounts set forth herein. Marina Bio agrees that the Side Letter contains filing Party shall reasonably consider the highly confidential information of MirnaRx and such information shall be deemed and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRx’s prior written consent or use such information for any purpose other than performing under this Agreement, except to the extent that specific information in such contents are within the exceptions in Section 1.9(a)-(d)non-filing Party's timely comments thereon.

Publicity; Terms of Agreement. The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 (treating such information as Confidential Information for purposes of Section 9.2) or as provided below. The Parties agree that upon execution of this Agreement or shortly thereafter, the Parties shall issue a joint press release, such press release attached hereto as Appendix C. B. Except for such press release or as otherwise required by applicable law Applicable Law or applicable stock exchange requirements, neither Marina Bio nor MirnaRx ProNAi shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Marina Bio and MirnaRx ProNAi may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 9.3 and which do not reveal non-public information about the other Party. With respect to complying with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial, financial and technical information, including the definitions of Licensed Products and Field of Use, and any dollar amounts set forth herein. Marina Bio agrees that the Side Letter contains the highly confidential information of MirnaRx and such information shall be deemed and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRx’s prior written consent or use such information for any purpose other than performing under this Agreement, except to the extent that specific information in such contents are within the exceptions in Section 1.9(a)-(d).

Publicity; Terms of Agreement. The Parties shall treat agree that the existence of and the material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 (treating such information as be considered Confidential Information for purposes of Section 9.2) or as provided belowboth Parties. The Parties agree that upon execution of this Agreement or shortly thereafter, the Parties shall issue a joint press release, such press release attached hereto as Appendix C. Except for such press release or as otherwise required by applicable law Applicable Law or applicable stock exchange requirementsrequirements as set forth below, or as expressly permitted by the terms of this Agreement, neither Marina Bio Alkermes nor MirnaRx Corregidor shall, and each of them shall cause their respective representatives and agents not to, issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Marina Bio and MirnaRx may make any public statement . The Parties agree to issue a joint press release in response a form that is mutually agreed to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public Parties to announce the execution of this Agreement. Routine references to this Agreement and the terms hereof in the context of disclosures or publications regarding a Party’s business in general will be allowed in the usual course of a Party’s business. If in the reasonable opinion of a Party’s legal counsel, a public statements approved announcement is required by Applicable Law or applicable stock exchange requirements, then, to the extent permissible by Applicable Law, the disclosing Party will provide the other Party pursuant to this Section 9.3 notice reasonable under the circumstances of such intended announcement and which do not reveal non-public information about will consult with the other PartyParty with respect to the nature and scope of such intended announcement. With In addition to the foregoing, with respect to complying with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies(“SEC”), in connection with any required SEC filing of this Agreement with such agencyAgreement, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial, financial and technical information, including the definitions of Licensed Products and Field of Use, and any dollar amounts set forth hereinsuch agencies. Marina Bio agrees that the Side Letter contains the highly confidential information of MirnaRx and such information shall be deemed and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRx’s prior written consent or use such information for any purpose other than performing under this Agreement, except to the extent that specific information in such contents are within the exceptions in Section 1.9(a)-(d).THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY

Publicity; Terms of Agreement. The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 9.3 (treating such information as Confidential Information for purposes of Section 9.2) or as provided below9.3). The Parties THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. agree that upon execution of this Agreement or shortly thereafter, the Parties shall either Party may issue a joint press release, such press release attached hereto as Appendix C. which shall be subject to prior review and approval by the other Party, not to be unreasonably withheld or delayed. Except for such press release or as otherwise required by applicable law or applicable stock exchange requirements, neither Marina Bio Amylin nor MirnaRx Shionogi shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld or delayed; provided that, each of Marina Bio Amylin and MirnaRx Shionogi may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 9.3 9.4 and which do not reveal non-public information about the other Party. With If, in the reasonable opinion of a Party’s legal counsel, a public announcement of the transactions contemplated by the Agreement is required by applicable laws or applicable stock exchange requirements, then, to the extent permissible by law, such Party will provide the other with notice reasonable under the circumstances (but in no event less than ten (10) days prior to disclosure) of such intended announcement and will consult with the other Party with respect to the nature and scope of the required announcement (which shall be limited to the information reasonably required to be disclosed). In addition to the foregoing, with respect to complying with the disclosure requirements of the Securities and Exchange Commission or other regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial, financial and technical information, including the definitions of Leptin, Licensed Products and Field of Use, the exhibits, and any dollar amounts set forth herein. Marina Bio agrees that the Side Letter contains the highly confidential information If Shionogi required to disclose this Agreement or any terms hereof, Shionogi shall give Amylin reasonable advance notice of MirnaRx such required disclosure and such information shall be deemed address and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRxaccommodate all Amylin’s prior written consent or use such information for any purpose other than performing under this Agreement, except to reasonable comments regarding the extent that specific information in of such contents are within the exceptions in Section 1.9(a)-(d)disclosure.

Publicity; Terms of Agreement. The Parties shall treat the existence and material terms of this Agreement as confidential and shall not disclose such information to Third Parties without the prior written consent of the other Party or except as provided in Section 9.2 10.2 (treating such information as Confidential Information of both Parties for purposes of Section 9.2) or as provided below10.2). The Parties agree that upon execution of this Agreement or shortly thereafter, the Parties shall either Party may issue a joint press release, such press release attached hereto as Appendix C. which shall be subject to prior review and approval by the other Party, not to be unreasonably withheld or delayed. Except for such press release or as otherwise required by applicable law Applicable Law or applicable stock exchange requirements, neither Marina Bio Lipocine nor MirnaRx GSL shall issue or cause the publication of any other press release or public announcement with respect to the transactions contemplated by this Agreement without the express prior approval of the other Party, which approval shall not be unreasonably withheld withheld, conditioned or delayed; provided that, each of Marina Bio Lipocine and MirnaRx GSL may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other Party pursuant to this Section 9.3 10.3 and which do not reveal non-public information about the other Party. With If, in the reasonable opinion of a Party’s legal counsel, a public announcement of the transactions contemplated by the Agreement is required by applicable laws or applicable stock exchange requirements, then, to the extent permissible by law, such Party will provide the other with notice reasonable under the circumstances (but in no event less than prior to disclosure) of such intended announcement and will consult with the other Party with respect to the nature and scope of the required announcement (which shall be limited to the information reasonably required to be disclosed). In addition to the foregoing, with respect to complying with the disclosure requirements of the Securities and Exchange Commission or other stock exchange or regulatory agencies, in connection with any required filing of this Agreement with such agency, the Parties shall consult with one another concerning which terms of this Agreement shall be requested to be redacted in any public disclosure of the Agreement by the agency, and each Party shall seek confidential treatment by the agency in public disclosure of the Agreement by the agency for all sensitive commercial, financial and technical information, including the definitions of Licensed Products and Field of Use, the exhibits, and any dollar amounts set forth herein. Marina Bio agrees that the Side Letter contains the highly confidential information of MirnaRx and such information shall be deemed and treated as the Confidential Information of MirnaRx, and Marina Bio shall not disclose the contents of the Side Letter without MirnaRx’s prior written consent or use such information for any purpose other than performing under this Agreement, except to the extent that specific information in such contents are within the exceptions in Section 1.9(a)-(d).