Common use of Publicity Clause in Contracts

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.

Publicity. Each Upon execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the DistributionParties shall issue the press release announcing the existence of this Agreement in the form and substance as set forth [*] = Certain confidential information contained in this document, or any marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the other transactions contemplated by this AgreementSecurities Act of 1933, but AquaMed as amended. in Exhibit 9.8, attached hereto and the Alliqua Group Members each shall incorporated herein. Each Party agrees not to issue any other press release or make any other public statement or filing disclosing additional information relating to this Agreement, the Distributionactivities hereunder, or the other transactions contemplated by this Agreement hereby or using the name or Trademark of the other Party or its employees, in either case, without the prior written consent of the otherother Party, which consent shall not be unreasonably withheldexcept that either Party may disclose such information to actual or potential partners, conditioned investors, bankers, or delayedacquirors pursuant to Section 9.3(e); provided, however, that such Party shall remain responsible for any failure by any such party who receives such information to treat such information as required under this Article 9. Notwithstanding the foregoing limitations shall not apply to foregoing, any disclosure that is required by Laws (including the Securities Act of any information concerning this Agreement1933, as amended, and the DistributionSecurities Exchange Act of 1934, as amended), or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light rules of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under exchange or the Securities Actand 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, that any such required disclosure will not contain confidential business or technical information, including in registration statementsConfidential Information, prospectusesand, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Actif disclosure of such information is required by Laws or such rules or regulations, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties will comply with Sections 9.3(d) and 9.5, as applicable, and will use appropriate reasonable and diligent efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a governmental agency. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any Ancillary Agreement such announcement at least three (3) Business Days prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Laws or such rules or regulations, the transactions contemplated therebyParty whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party deems to be inappropriate for disclosure. The contents of any announcement or similar publicity that has been reviewed and approved by the reviewing Party (including the press release set forth in Exhibit 9.8) can be re-released by either Party without a requirement for re-approval.

Publicity. Each Upon the execution of AquaMed and Alliqua may this Agreement, AVEO shall be entitled to issue an initial a mutually agreed press release concerning regarding the subject matter of this Agreement and in the Distribution that is approved in advance by form attached as Exhibit E (the “Initial Release”). After such other Party. ThereafterInitial Release, Alliqua and AquaMed neither Party shall consult with each other before issuing any issue a press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing announcement relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent approval of the otherother Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, except that (i) a Party may issue such a press release or public announcement if the foregoing limitations shall not apply contents of such press release or public announcement have been previously been made public pursuant to any disclosure the Initial Release or otherwise, other than through a breach of this Agreement by the issuing Party, (ii) a Party may issue such a press release or public announcement if required by applicable Law, including by the rules or regulations of the United States Securities and Exchange Commission (SEC) or similar regulatory agency in a country other than the United States or of any information concerning stock exchange or Nasdaq, (iii) either Party may, to the extent required by applicable Law, disclose in SEC filings or filings with a similar regulatory agency in a country other than the United States or with any stock exchange or Nasdaq, the terms of this Agreement, the Distributionincluding by filing a copy of this Agreement, or the transactions contemplated by amounts paid to or received from the other Party under this Agreement: , and (iiv) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light AVEO may issue such a press release or public announcement regarding Development of Licensed Product (without use of Biogen Idec’s or any of its status as a company having reporting obligations Affiliates name), subject in each case to the next sentence. In the event of disclosures under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; clause (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) of the foregoing sentence, and during the License Term, under clause (iv), the Party planning to make such disclosure shall first notify the other Party of such planned press release or public announcement at least three Business Days in connection advance of issuing such press release or making such public announcement (or, with any dispute between respect to press releases and public announcements made pursuant to the Parties regarding foregoing clause (ii) or (iii), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least three Business Days in advance) for the sole purpose of allowing the other Party to review the proposed press release or public announcement for the inclusion of its Confidential Information or the use of its name; provided that the Party subject to the requirement shall include in such press release or public announcement made pursuant to the foregoing clause (ii) or (iii) only such information relating to the Licensed Product or this Agreement or any Ancillary Agreement or the transactions contemplated therebyas is required by such applicable Law.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution The Parties agree that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press no publicity release or otherwise making any public statements or filings announcement concerning the transactions contemplated hereby and under the Manufacturing Agreement or, with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press a NeoSan publicity release or make any public statement or filing relating announcement, that includes the name of Lilly with respect to this Agreementsuch transaction, the Distribution, or the other transactions contemplated by this Agreement will be issued without the prior advance written consent of the other, which consent shall will not be unreasonably withheld, conditioned except to the extent such publicity release or delayedannouncement is after the later of the date of (i) the last to be delivered to Lilly of the Loan Facility Highly-Confident Letter and the Bond Financing Highly-Confident Letter executed by B of A or (ii) the date that both Parties have made the filings required by both Parties pursuant to the HSR Act, and is substantially similar to, or whose relevant statements are consistent with the statements in, the press release set forth in SCHEDULES 6.6 attached hereto. Notwithstanding the above, upon the later of the date of (i) the last to be delivered to Lilly of the Loan Facility Highly-Confident Letter and the Bond Financing Highly-Confident Letter executed by B of A or (ii) the date that both Parties have made the filings required by both Parties pursuant to the HSR Act (or such later date as agreed to by the Parties), NeoSan may issue the press release set forth at SCHEDULE 6.6. Notwithstanding anything in this Section 6.6 and Article 8 to the contrary, each Party may make filings or disclosures that are required by Applicable Laws (as determined to be so required by outside counsel for the disclosing Party) including filings or disclosures required by or to the Securities and Exchange Commission (and any other applicable securities exchanges) that discuss the subject matter of this Agreement or the Manufacturing Agreement or otherwise make reference to the other Party in any way whatsoever; provided, however, that such Party provides the foregoing limitations shall not apply other Party with no less than three (3) business days to any disclosure of any information concerning this Agreement, the Distributionreview and comment on such filings, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentrelevant portions thereof, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time pertaining to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby or by the Manufacturing Agreement, and such Party does not unreasonably reject the incorporation of such comments into such filings; provided further, however, that such Party will redact any Confidential Information of the other Party that, in the opinion of such disclosing Party's outside counsel, is not required by Applicable Laws from such filings or disclosures; provided further, however, that, such Party will use commercially reasonable efforts to obtain confidential treatment by such security exchanges with respect thereto.

Publicity. Each of AquaMed and Alliqua may The Parties agree to issue an initial a press release concerning regarding the execution of this Agreement Agreement, in a form to be mutually agreed upon by the Parties. Subject to the provisions of Sections 11.2, 11.4 and the Distribution that is approved in advance by such 11.5, each Party agrees not to issue any other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to statement disclosing the existence of this Agreement, the Distribution, Agreement or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing information relating to this Agreement, the Distributionother Party, or the other transactions contemplated by this Agreement hereby without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother Party; provided, however, that the foregoing limitations shall not apply to any disclosure which is required by applicable Laws or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. The Parties agree that any such required disclosure will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by applicable Laws, the Parties will use appropriate diligent efforts to minimize such disclosure and obtain confidential treatment for any such information which is disclosed to a governmental agency. Each Party agrees to provide to the other Party a copy of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties announcement regarding this Agreement or any Ancillary Agreement the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, or as otherwise required under applicable Laws or the transactions contemplated therebyrules of a securities exchange, each Party shall provide the other with an advance copy of any such announcement at least forty eight (48) hours prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by applicable Laws or the rules of a securities exchange, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Nothing in this Section 15.8 shall be construed to prohibit Retrophin or its Affiliates or Sublicensees from making a public announcement or disclosure regarding the stage of development of Licensed Products in Retrophin’s (or its Affiliates’ or Sublicensees’) product pipeline or disclosing clinical trial results regarding such Licensed Products, as may be required by applicable Laws or the rules of a securities exchange, as reasonably advised by Retrophin’s (or its Affiliates’ or Sublicensees’) counsel.

Publicity. Each Except as expressly provided herein, neither party may --------- disclose the existence or terms of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother party; provided, however, that either party may make such a disclosure to the foregoing limitations shall not apply to any extent required by law and that either party may make a disclosure of any information concerning the existence and terms of this Agreement to its attorneys, advisers, investors, prospective investors, lenders and other financing sources, and to strategic partners or licensees for Licensed Products under circumstances that reasonably ensure the confidentiality thereof. Notwithstanding the foregoing, the parties may agree upon a press release to announce the execution of this Agreement, together with a corresponding Q&A outline for use in responding to inquiries about the DistributionAgreement; thereafter, or PIONEER and MAXYGEN may each disclose to third parties the transactions contemplated information contained in such press release and Q&A without the need for further approval by this Agreement: the other. In addition, MAXYGEN may, following consultation with PIONEER and with the prior written consent of PIONEER, (i) make public statements regarding PIONEER Licensed Products by Alliqua which Alliqua deems appropriate in its reasonable judgmentannouncing the achievement of milestones and fees therefor, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) make public statements regarding the overall success rate(s) achieved by AquaMed after and/or for its customers with the Distribution which AquaMed deems appropriate in its reasonable judgment, in light use of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Acttechnology, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) a general description of activities undertaken in connection with the R&D Program, and success of such activities, provided it may not disclose PIONEER's identity; provided, if PIONEER has not approved a particular proposed disclosure within thirty (30) days of submission by MAXYGEN of such proposed disclosure, then MAXYGEN shall be free to make the proposed disclosure. Once a particular disclosure has been made, MAXYGEN shall be free to make further disclosures which do not materially differ therefrom without any dispute between further review from PIONEER. PIONEER is free to make public statements, press releases, and the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebylike, with respect to PIONEER Licensed Products.

Publicity. Each of AquaMed and Alliqua Promptly following the Effective Date, FivePrime may issue an initial a public announcement of the execution of this Agreement in the form of the press release concerning this Agreement attached hereto as Exhibit B and on such date and time as may be agreed by the Distribution that is approved in advance by such Parties. Any other Party. Thereafterproposed publication, Alliqua and AquaMed shall consult with each other before issuing any press news release or otherwise making any other public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated announcement by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing a Party relating to this Agreement, the Distributionterms and conditions set forth herein, or to the performance hereunder that would disclose information other transactions contemplated by this Agreement without than that already expressly in the public domain prior to such publication, news release or other public announcement, shall only be made with the prior written consent of the otherother Party. For clarity, which neither Party shall be obligated to obtain consent to re-issue or reiterate information previously specifically disclosed with the consent of the other Party. Notwithstanding the foregoing, FivePrime shall not be unreasonably withheld, conditioned or delayed; provided, that have the foregoing limitations shall not apply right to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreementdisclose publicly: (i) by Alliqua which Alliqua deems appropriate the fact that it is engaged in its reasonable judgment, in light of its status as a company having reporting obligations research collaboration with BMS under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsthis Agreement; (ii) by AquaMed after the Distribution which AquaMed deems appropriate occurrence of any milestone event listed in its reasonable judgment, in light Section 8.3.1 and the amount of its status as a company having reporting obligations the milestone payment for such milestone event under Section 13 of the Exchange Act 8.3.1; and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) the occurrence of the First Commercial Sale of any Product. For each such disclosure, FivePrime shall provide BMS with a draft of such disclosure *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. at least *** Business Days prior to its intended release for BMS’s review and comment, and FivePrime shall consider in good faith the incorporation of any such comments from BMS. If FivePrime does not receive comments from BMS within *** Business Days after FivePrime provides such draft to BMS, then FivePrime shall have the right to make such disclosure without further delay. In addition, FivePrime shall have the right to list all Products on its website and in presentations of its product pipeline, identifying such Products with FivePrime’s or BMS’s internal reference number only and use BMS’s logos and name in connection therewith to indicate that such Products are products under a collaboration with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyBMS.

Publicity. Each of AquaMed and Alliqua may Neither Party will issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafterrelease, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distributionstatement, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing announcement relating to this Agreement, the Distribution, or the other transactions contemplated by terms of this Agreement without the prior written consent approval of the otherother Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed, except that (a) Poseida may issue a press release in the form to be mutually agreed by the Parties and added as Exhibit D no later than [...***...] Business Days after the Effective Date, in its name only; provided, that (b) a Party may issue such press release or public announcement if the foregoing limitations shall not apply to any disclosure contents of any information concerning such press release or public announcement are consistent with a previously approved press release or have otherwise previously been made public other than through a breach of this Agreement, (c) Poseida may issue a press release related to the Distributionachievement of other Regulatory Approvals in the Territory as they occur and to the receipt of milestone payments provided that it gives Poseida prior written notice; and (d) a Party may issue such a press release or public announcement if required by applicable law, including by the rules or regulations of the transactions contemplated by United ***Certain Confidential Information Omitted CONFIDENTIAL - Xxxxxxx Biotech Inc. & Poseida Therapeutics Inc. License Agreement – August 3, 2015 States Securities and Exchange Commission (SEC) or similar regulatory agency in a country other than the United States or of any stock exchange or NASDAQ; provided that such Party wherever possible complies with the notice and review provisions set forth in this Section. During the Term of this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light the event either Party is required by applicable law to publicly disclose any of the results generated by Poseida or any of its status as Affiliates or Sublicensees or any information provided by Poseida related to Licensed Product or either Party is required by applicable law to disclose the terms of this Agreement, such Party will wherever possible give the other Party at least […***…] Business Days’ prior written notice, will provide to such other Party a company having reporting obligations under Section 13 copy of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actrequired disclosure, including in registration statementswill, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Actif requested by such other Party, to securities analysts the extent permitted by applicable law, request confidential treatment of any financial and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light other materials terms of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or not previously disclosed under this Section, and will consider in good faith any Ancillary Agreement or the transactions contemplated therebyother comments of such other Party on such public disclosure.

Publicity. Each All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, the Affiliate of AquaMed and Alliqua may issue an initial press release concerning this Agreement and Lender that acts as the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings issuer with respect to this Agreement, the Distribution, a Securitization or any of their other Affiliates (x) shall be prohibited prior to the other transactions contemplated by this Agreementfinal Securitization of the Loan and (y) after the final Securitization of the Loan, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating be subject to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent approval of Lender, in each case except as provided in the otherfollowing sentence. Notwithstanding the foregoing, to the extent necessary or appropriate under the applicable Legal Requirements, Guarantor may file a Form 8-K, Form 10-K or Form 10-Q (each a “Required Filing”) or issue a press release which consent shall discloses the financing obtained pursuant to the Loan Documents and, in the case of a Required Filing (but not be unreasonably withheld, conditioned a press release) attaches the Loan Agreement and one or delayedmore other Loan Documents as an exhibit thereto; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its that such Required Filing and press release shall not disclose, mention or refer to any Securities or Securitization or to any prospective securitization or securities related to the Loan, or to any Affiliate of Lender that acts as depositor, initial purchaser or underwriter with respect to a Securitization of all or any portion of the Loan, (ii) until the date occurring ninety (90) days after a Securitization, any such press release shall be subject to the prior consultation between Borrower and Lender and Lender’s prior review and reasonable judgmentconsent as to the content thereof, in light and shall not mention or refer to the Lender or any of its status Affiliates, and (iii) such Required Filing shall not (except as a company having reporting obligations under Section 13 contained in the Loan Agreement or other Loan Documents attached as exhibits thereto) mention or refer to Lender or its Affiliates. Lender shall have the right to issue any of the Exchange Act foregoing without Borrower’s approval and that offers its securities from time Borrower authorizes Lender to time issue press releases, advertisements and other promotional materials in public offerings connection with Lender’s own promotional and private placements under the Securities Actmarketing activities, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between a Secondary Market Transaction, and such materials may describe the Parties regarding this Agreement Loan in general terms or any Ancillary Agreement or in detail and Lender’s participation therein in the transactions contemplated therebyLoan.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed Neither Party shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement disclosing the existence of this Agreement or filing any other information relating to this Agreement, the Distributionother Party, or the other transactions contemplated by this Agreement hereby without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the foregoing limitations shall not apply to any disclosure which is required by Applicable Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. The Parties agree that any such required disclosure will not contain confidential business or technical information and, if disclosure of confidential business or technical information is required by Applicable Law, the Parties will use appropriate diligent efforts to minimize such disclosure and obtain confidential treatment for any such information which is disclosed to a governmental agency. Each Party agrees to provide to the other Party a copy of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties announcement regarding this Agreement or any Ancillary Agreement the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, or as otherwise required under Applicable Law or the transactions contemplated therebyrules of a securities exchange, each Party shall provide the other with an advance copy of any such announcement at least five (5) business days prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Applicable Law or the rules of a securities exchange, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. Nothing in this Section ‎15.8 shall be construed to prohibit ZAI or its Affiliates or Sublicensees from making a public announcement or disclosure regarding the stage of development of Licensed Product(s) in ZAI’s (or its Affiliates’ or Sublicensees’) product pipeline or disclosing clinical trial results regarding such Licensed Product(s), as may be required by Applicable Law or the rules of a securities exchange, as reasonably advised by ZAI’s (or its Affiliates’ or Sublicensees’) counsel.

Publicity. Each of AquaMed and Alliqua may issue an initial The press release concerning to be issued in connection with the transactions is set forth on Schedule 12.5.1. Except as otherwise provided in this Agreement and Section 12.5, each Party shall maintain the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to confidentiality of all provisions of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned neither Party nor its respective Affiliates shall make any press release or delayed; provided, that other public announcement of or otherwise disclose the foregoing limitations shall not apply provisions of this Agreement to any disclosure of any information concerning this AgreementThird Party, the Distribution, or the transactions contemplated by this Agreementexcept for: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light disclosure to those of its status as a company having reporting obligations under Section 13 directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and sublicensees whose duties reasonably require them to have access to this Agreement, provided that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or sublicensees are required to maintain the confidentiality of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actthis Agreement, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclosures required by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentNasdaq regulation or any listing agreement with a national securities exchange, in light of its status as a company having reporting obligations under Section 13 of which case the Exchange Act and that offers its securities from disclosing Party shall provide the nondisclosing Party with at least forty eight (48) hours’ notice unless otherwise not practicable, but in any event no later than the time to time in public offerings and private placements under the Securities Actdisclosure required by such Nasdaq regulation or listing agreement is made, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) disclosures as may be required by Law, in connection which case the disclosing Party shall provide the nondisclosing Party with any dispute between prompt advance notice of such disclosure and cooperate with the Parties regarding nondisclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the Securities and Exchange Commission, (iv) the report on Form 8-K, which may be filed by an Auxilium or an Affiliate of Auxilium setting forth the press release referred to above, and/or this Agreement in redacted form as provided in Section 12.5.2, (v) disclosures that are consistent with or complementary to those described in clause (iv) but which do not contain any Ancillary Agreement or Confidential Information of the transactions contemplated therebyother Party; and (vi) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to the preceding requirements of this Section 12.5 any information that was previously publicly disclosed pursuant to this Section 12.5.

Publicity. Each of AquaMed and Alliqua may Neither Party will issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any a press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing announcement relating to this Agreement, the Distribution, or the other transactions contemplated by terms of this Agreement without the prior written consent approval of the otherother Party, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed; provided, except that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate AVEO may issue a press release in the form attached as Exhibit E in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsname only; (ii) by AquaMed after a Party may issue such press release or public announcement if the Distribution which AquaMed deems appropriate in its reasonable judgmentcontents of such press release or public announcement are consistent with a previously approved press release or have otherwise previously been made public other than through a breach of this Agreement, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) AVEO may issue a press release related to the receipt of milestone payments provided that it gives COBI prior written notice; and (iv) a Party may issue such a press release or public announcement if required by applicable law, including by the rules or regulations of the United States Securities and Exchange Commission (SEC) or similar regulatory agency in connection a country other than the United States or of any stock exchange or Nasdaq; provided that such Party complies with the notice and review provisions set forth in this Section. During the Term of this Agreement, in no event will AVEO make any dispute between the Parties regarding public disclosure related to COBI’s activities under this Agreement or related to the results generated by COBI or any Ancillary of its Affiliates or Sublicensees with respect to Licensed Product without the prior written consent of COBI except to the extent required by applicable law. During the Term of this Agreement. in the event AVEO is required by applicable law to publicly disclose any of the results generated by COBI or any of its Affiliates or Sublicensees or any information provided by COBI related to Licensed Product or either Party is required by applicable law to disclose the terms of this Agreement, such Party will give the other Party at least [**] Business Days’ prior written notice, will provide to such other Party a copy of the required disclosure, will, if requested by such other Party, to the extent permitted by applicable law, request confidential treatment of any financial and other materials terms of this Agreement not previously disclosed under this Section, and will consider in good faith any other comments of such other Party on such public disclosure. In any press releases or other public disclosure related to Licensed Product, COBI shall reference AVEO’s role as licensor of the transactions contemplated therebyKnow-how and Patent Rights licensed under this Agreement.

Publicity. Each of AquaMed Sellers, Seller Parent and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult Buyer agree to communicate with each other before issuing any press release or otherwise making and cooperate with each other prior to any public statements or filings with respect to this Agreement, the Distribution, or any disclosure of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement and shall coordinate the timing of any public disclosure. Sellers, Seller Parent and Buyer agree that no public release, filings, notifications, announcement or other communications (including any proxy statement or other communication with shareholders and Governmental Filings) concerning the terms, conditions or substance of this Agreement or the transactions contemplated hereby shall be issued, released, filed, disseminated or published by any party or its Affiliates without the prior written consent of the other, other party (which consent shall not be unreasonably withheld, conditioned or delayed; provided), except that each of Sellers and Buyer may issue (a) an initial joint press release announcing the foregoing limitations shall not apply execution of this Agreement that has been agreed upon by Sellers, Seller Parent and Buyer, (b) any press release or public announcement so long as any statements contained therein concerning the Sale or the other transactions contemplated by this Agreement are consistent with previous releases or announcements made by the applicable party with respect to any disclosure which such party has complied with the provisions of this Section 5.8 and (c) such other release or announcement that, upon the advice of outside counsel, is likely required by Law or the rules and regulations of any information concerning this Agreementstock exchange upon which the securities of any Seller, the DistributionSeller Parent or Buyer, as applicable, or any of their respective Affiliates, are listed. Each party shall, to the extent practicable, allow the other party reasonable time to review and comment on all public releases, filings, notifications, announcement or other communications (including proxy statement and other communications with shareholders and Governmental Filings) concerning the transactions contemplated hereby in advance of their issuance, release, filing, dissemination or publication. For the avoidance of doubt, nothing in this Section 5.8 shall preclude any party from disclosing this Agreement or the substance or any relevant details of the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light Agreement on a confidential basis to any of its status as a company having reporting Representatives, provided that such Representatives have been informed of such party’s confidentiality obligations under Section 13 of the Exchange Act hereunder and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyConfidentiality Agreement.

Publicity. Each (a) Without the other party’s written consent, neither party may use the name, trademark, servicemark, nor logo of AquaMed the other party or the other party’s affiliates in any publicity, advertising, or other information intended to be used for commercial or promotional purposes. Except as required by applicable Laws, Provider of Medical Services shall not disclose the terms of this Agreement without AbbVie’s prior written approval. Provider of Medical Services understands and Alliqua may issue an initial press release concerning agrees that the terms and conditions of this Agreement and the Distribution that is approved amount of any payment made hereunder may be disclosed and made public by AbbVie or any member of the AbbVie Group as reasonably necessary to comply with applicable Laws and other obligations. As AbbVie reasonably requests, Provider of Medical Services shall cooperate in advance by good faith with AbbVie to promptly provide accurate and complete information in connection with such other Partydisclosures. Thereafter(b): In accordance with the foregoing, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect Provider of Medical Services agrees, subject to this the terms of Section 6 of the Agreement, to publish this Agreement in the Distribution, or any Registry of Agreements at xxxxxxx.xxx.xx in accordance with the terms of 340/2015 Coll. Act on Register of Contracts (the “Act”) within ten (10) business days of full execution of the other transactions contemplated by Agreement and to promptly notify AbbVie of publication. Should Provider of Medical Services fail to publish this Agreement within thirty (30) days of fully execution of the Agreement, but AquaMed and AbbVie reserves the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating right to this Agreement, the Distribution, or the other transactions contemplated by publish this Agreement without as required under the prior written consent Act. AbbVie and Provider of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this AgreementMedical Services hereby agree that: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as Exhibit C attached hereto represents: (i) a company having reporting obligations under Section 13 redacted version of the Exchange Act and that offers its securities from time to time Agreement, amended in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed accordance with the SEC under the Exchange ActAct by removing all sections and exhibits which include confidential information, to securities analysts personal details and institutional investors trade secrets; and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status redacted Agreement attached hereto as a company having reporting obligations under Section 13 Exhibit C shall be the version of the Exchange Act and that offers its securities from time Agreement to time be published in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed accordance with the SEC under Act. For purposes of clarity, exhibits such as the Exchange Budget, the Protocol, insurance certificates and information regarding patient reimbursement shall not be included in the redacted version of the Agreement to be published in accordance with the Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby. 8.

Publicity. Each of AquaMed Adimab and Alliqua Surface may issue an initial publish a press release concerning describing the collaboration, but without identifying the targets to be worked on or the economic terms of the collaboration. The Parties will agree on specific press release language promptly following the Effective Date. Other than repeating information in such press release (or any subsequent mutually agreed press release), neither Party will generate or allow any further publicity regarding this Agreement or the transaction or research contemplated hereunder in which the other Party is identified, without giving the other Party the opportunity to review and comment on the press release. The Parties recognize the importance of announcing Commercial Option exercise and the Distribution achievement of Milestones, and that Adimab is approved in advance entitled to disclose these occurrences; provided, however, that Adimab may disclose the identity of Surface but will not disclose the identity of any of Surfaces’ licensees, sublicensees or collaborators (if applicable) or the identity of the Target or the possible indication(s) (although the class of protein of the Target (but not the family) may be disclosed). Accordingly, the Parties hereby agree that each such event shall be publicly announced by such other Party. Thereafterthe Parties if requested by Adimab, Alliqua and AquaMed the Parties shall consult with each other before issuing any mutually agree upon the text of a press release or otherwise making any public statements or filings with respect to this Agreementannounce each such event. Surface shall not 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT unreasonably withhold its consent to the Distribution, or any manner in which Adimab proposes to make such disclosure. It is understood and agreed that Adimab sometimes issues press releases that group multiple achievements of the company, and that if Adimab chooses to group the initially approved text or the announcement of Commercial Option exercise and/or a milestone achievement under this Agreement with other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall accomplishments or events not issue any press release or make any public statement or filing relating to this Agreement, then the Distribution, or the other transactions contemplated by this Agreement without the prior written consent only portion of the other, press release into which the Surface shall have a consent shall right (such consent not to be unreasonably withheld), conditioned or delayed; provided, shall be those portions that the foregoing limitations shall not apply relate to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.

Publicity. Each The parties acknowledge their mutual intention to announce major scientific discoveries to the public on a prompt and cooperative basis, consistent with the terms of AquaMed this Section 9 and Alliqua other provisions of this Agreement. The parties agree that neither the University nor any employee thereof shall in any way promote, or participate or be used or referred to in connection with the promotion of the Sponsor or any of Sponsor's products, securities, or marketing efforts, and that neither party shall use the existence or terms of this Agreement, any results of the Sponsored Research, or the name of the other party (or any employee or affiliate thereof) in any public disclosure, advertising, news release, or other statement that is or may issue an initial press release concerning become public or available to a third party, in each case except as and to the extent (i) required by Laws (including Securities Laws), (ii) permitted by Section 10, (iii) permitted by Section 6, or (iv) with the prior written consent of, and only to the extent approved by, the other party (which consent shall, in the case of the University, be signed by the Xxxx of the Medical College and by University counsel). Notwithstanding the above, once a particular disclosure has been approved, either party may make disclosures which do not differ materially therefrom without any further consents of the other party; provided, however, that the disclosing party shall give prior notice of subsequent disclosures which, in addition to the information contained in the earlier disclosure, contains information subject to this Agreement which has not been previously disclosed; and provided, further, that after approval of a disclosure has been given, the approving party may at any time with written notice to the other party withdraw its approval of a particular disclosure prior to its release, which withdrawal shall be effective immediately. With respect to the requirements of Securities Laws, counsel to the underwriters or placement agents of Sponsor's securities may advise Sponsor that Sponsor may be required to disclose material terms of this Agreement and the Distribution that is approved in advance by License Agreement. In such other Partyevent, Sponsor shall so notify the University within a reasonable time prior to such disclosure, and the University shall have the opportunity to dissuade such counsel of the need for such disclosure. ThereafterWith respect to any such prospective disclosure, Alliqua Sponsor shall use its reasonable efforts, unless the University otherwise consents, not to use the name of the University, and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings to seek "Confidential Treatment" under applicable Securities and Exchange Commission rules and procedures with respect to any terms of this AgreementAgreement and the License Agreement for which the University wishes to obtain confidential treatment. Laboratory personnel, the Distributionincluding Dr. Crystal, or any will not engage in solicitation of the other transactions contemplated by this Agreementsale of securities of Sponsor, but AquaMed and may, to the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreementextent that doing so does not, in the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable University's judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actunreasonably interfere with their work, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) participate in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or due diligence investigations of potential investors and underwriters of securities of Sponsor in describing the transactions contemplated therebyGene Therapy research and may, to the same extent, respond to questions from such persons.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of such Party or any merger or consolidation involving such Party (except that ImmunoGen shall not disclose the identity of the Licensed Target under this clause (b)); provided that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement ImmunoGen may issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementAgreement (the final form of which shall have been reviewed and approved by Lilly prior to the Effective Date, which approval shall not be unreasonably withheld, conditioned or delayed) and either Party may make subsequent and repeated public disclosure of the Distribution, or any contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Party; provided that notwithstanding the foregoing, which consent (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; and (B) either Party shall not be unreasonably withheld, conditioned permitted to publish such material in scientific journals or delayed; provided, that the foregoing limitations shall not apply to any present such material at scientific conferences in accordance with Section 6.3 hereof. Either Party may make subsequent and repeated disclosure of the contents of any information concerning this Agreement, disclosures permitted by the Distribution, or preceding sentence without the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 prior written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother Party.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of such Party or any merger or consolidation involving such Party; provided that ImmunoGen shall not disclose the identity of any Program Targets, the form of Research Plan, and any specific Research Plans under this clause (b); and provided further that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement ImmunoGen may issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, Agreement (the Distribution, or any final form of which shall have been reviewed by Novartis prior to the Effective Date) and either Party may make subsequent and repeated public disclosure of the contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed; providedprovided that notwithstanding the foregoing, that (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; and (B) either Party shall be permitted to publish such material in scientific journals or present such material at scientific conferences in accordance with Portions of this Exhibit, indicated by the foregoing limitations shall not apply xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actof 1934, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyamended.

Publicity. Each of AquaMed Sellers, SoftBank and Alliqua may issue an initial press release concerning this Agreement and the Distribution Buyer agree that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press no public release or otherwise making any public statements or filings with respect to this Agreement, announcement concerning the Distribution, transactions contemplated hereby or any terms thereof shall be issued or made by or on behalf of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement Party without the prior written consent of the otherother Parties, which consent shall not be unreasonably withheldexcept that Buyer may (a) make announcements, conditioned issue press releases or delayedmake any public filings that Buyer reasonably determines are necessary or appropriate to comply with applicable Law or any Nasdaq or other applicable securities exchange guidance or rules; providedand (b) as of and following the Closing, that the foregoing limitations shall not apply issue press releases relating to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: Agreement or the Ancillary Agreements, provided that Buyer provides SoftBank a reasonable opportunity to review and comment on any such press release in advance and in good faith considers any written feedback promptly provided by SoftBank. Subject to the foregoing, Sellers, SoftBank and Buyer agree to maintain in confidence the terms and provisions of this Agreement and the Ancillary Agreements, including the Cash Consideration, the Stock Consideration and all elements thereof, except to the extent and to the Persons to whom disclosure is required by applicable Law, by any applicable securities exchange (or their respective rules or guidance) or for purposes of compliance with financial reporting obligations or enforcing rights hereunder; provided, the Parties may (i) disclose such terms to their respective employees, accountants, advisors, lenders, investors and other Representatives as necessary in connection with the ordinary conduct of their respective businesses (so long as such Persons agree to, or are bound by Alliqua which Alliqua deems appropriate in its reasonable judgmentContract, in light professional or fiduciary obligations to, keep the terms of this Agreement and the Ancillary Agreements confidential and each Party shall be responsible to the other Parties for any breach of this Section 10.11 or such confidentiality obligations by the recipients of its status as a company having reporting obligations under Section 13 of the Exchange Act disclosures); and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclose the transaction or such terms (including by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light means of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; releases or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or announcements concerning the transactions contemplated therebyhereby or any terms thereof) so long as such disclosure, statements or announcements are consistent with (and not materially expansive of) information included in any previous public releases or announcements issued in accordance with this Section 10.11.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute Confidential Information of each Party and Alliqua may issue an initial not be disclosed except as permitted by Section 6.1.2 and this Section 6.2. Such terms may be disclosed by a Party to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners and Gilead and University License Equity Holdings, Inc. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party. Notwithstanding anything to the contrary in Section 6.1, the Parties, upon the execution of this Agreement, shall agree to a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, in the Distributionform attached here to as Schedule 7, or any and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other transactions contemplated Party. After issuance of such press release, except as required by this AgreementApplicable Laws, but AquaMed and the Alliqua Group Members each neither Party shall not issue any a press or news release or make any similar public statement or filing relating announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 6.3 and not subject to this Agreement, Section 6.2) related to the Distribution, Research Program or the other transactions contemplated by this Agreement to any Development Program without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother Party; provided, that that, (a) notwithstanding the foregoing limitations foregoing, ARCHEMIX shall not apply be expressly permitted to any disclosure publicly announce the occurrence of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: milestone event under Section 5.4 and any other event that ARCHEMIX reasonably believes is material to ARCHEMIX; (b) MERCK (i) by Alliqua expressly acknowledges that ARCHEMIX is an emerging company the success of which Alliqua deems appropriate is substantially dependent on its ability to attract and raise capital and that ARCHEMIX’s ability to attract and raise capital is substantially dependent on its ability to announce publicly developments in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act research and that offers its securities from time to time in public offerings development programs or product development pipeline and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by AquaMed after ARCHEMIX to announce publicly developments in the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement Research Program or any Ancillary Agreement Development Program; and (c) ARCHEMIX (i) expressly acknowledges that MERCK’s Development and Commercialization is substantially dependent on its ability to protect confidential information and (ii) agrees that it shall not unreasonably request to announce developments in the Research Program or the transactions contemplated therebyany Development Program that may reduce a competitive advantage versus competing entities.

Publicity. Each of AquaMed and Alliqua may issue an The initial press release concerning this Agreement regarding the Merger shall be a joint press release of Parent and the Distribution that is approved in advance by such other PartyCompany. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreementneither the Company nor Parent, the Distribution, or nor any of the other transactions contemplated by this Agreementtheir respective Subsidiaries, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any other public announcement or public statement (to the extent not previously publicly disclosed or filing relating made in accordance with this Agreement) with respect to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement without the prior written consent of the other, which Company (in the case of a press release or public announcement by Parent or its Subsidiaries) or Parent (in the case of a public announcement by the Company or its Subsidiaries) (such consent shall not to be unreasonably withheld, conditioned or delayed; provided), that except (i) as such press release or other public announcement may be required by applicable Law, in which case the foregoing limitations party required to or whose Subsidiary is required to issue the release or make such public announcement shall not apply use reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance and shall give reasonable and good faith consideration to any disclosure such comments proposed by the other party or (ii) in connection with a Change of any information concerning Recommendation, if and to the extent permitted by the terms of this Agreement. Notwithstanding anything to the contrary in this Section 6.8, each of the Distributionparties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Parent and the Company and do not reveal material, non-public information regarding the other parties or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment; provided, in light of its status as a company having reporting obligations under Section 13 however, that without limiting the generality of the Exchange Act foregoing and that offers its securities from time subject to time applicable Law and the rules and policies of NASDAQ, the parties agree to use reasonable best efforts to coordinate communications regarding this Agreement, the Merger and the other transactions contemplated hereby with customers, suppliers, employees, shareholders and the community in public offerings and private placements under the Securities Act, including general in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed accordance with the SEC under the Exchange Act, to securities analysts and institutional investors and joint communications plan set forth in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebySchedule 6.8.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning Except in accordance with this Agreement and the Distribution that is approved in advance by such other Party. ThereafterSection 7.6, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or neither Party nor any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each their respective Affiliates shall not issue any press release or make any other public statement or filing disclosing any information relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distributionactivities hereunder, or the transactions contemplated hereby unless mutually agreed in writing by this Agreement: the Parties. Notwithstanding the foregoing, any disclosure that is required by Laws (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act of 1933, as amended, and reports filed with the Securities Exchange Act of 1934, as amended) or the rules of a securities exchange or the SEC or the securities regulations of any state or other jurisdiction, or by judicial process, shall be in accordance with Sections 7.3 and 7.5, as applicable. Without limiting the foregoing, if the Parties agree to issue a press release or other public statement, the Parties each agree to provide to each other a copy of any public announcement covered by this Section 7.6 as soon as reasonably practicable under the Exchange Actcircumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other Party with an advance copy of any such announcement at least [***] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Laws or such rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of a reviewing Party that the reviewing Party deems to be inappropriate for disclosure and request in writing that the publishing Party remove from such announcement within the applicable review period (not to exceed [***]). The contents of any announcement or similar publicity that has been reviewed and approved by a reviewing Party can be re-released by such reviewing Party or publishing Party without a requirement for re-approval so long as such disclosure is material to the event or purpose for which the new announcement or publicity is made. Notwithstanding anything to the contrary in this Agreement, in the event any press release or other public statement discloses any information with respect to the research, development, manufacture or commercialization of any Licensed Compound or Licensed Product, including any information related to milestones, Clinical Trials or Regulatory Approvals with respect thereto, such press release or other public statement may not be issued without Celgene’s prior written consent, except, and solely, to securities analysts and institutional investors and in press interviewsthe extent the issuing Party’s counsel determines is required to be disclosed by Law; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its provided, that Celgene shall be given a reasonable judgment, in light period of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time review any such disclosure and any comments made by Celgene will be incorporated in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebygood faith.

Publicity. Each of AquaMed and Alliqua may issue an initial (a) The press release concerning announcing the execution of this Agreement and is set forth on Schedule 9.5 hereto. In addition, the Distribution Parties may make public statements concerning the terms of this Agreement solely where such statements (i) are required by Law, applicable stock exchange regulation or legal proceedings, as confirmed, upon the request of a Party, by the written advice of counsel for the other Party (in which case the Party that is approved in advance by required to or has otherwise decided to make a public statement will disclose such statements to the other Party prior to making a public statement and, to the extent practicable, provide such other Party an opportunity to review and comment); (ii) include no greater disclosure or additional statements than were previously disclosed or made by the Parties in a public statement; or (iii) was, upon request of a Party. Thereafter, Alliqua and AquaMed shall consult approved with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed; providedprovided that a Party listed on a stock exchange may reasonably withhold its consent, that when such statement, proposed to be made by the foregoing limitations shall not apply other Party, would cause the Party to any disclosure be required, upon the written advice of any information concerning this Agreementcounsel for the Party, pursuant to securities laws or applicable stock exchange regulation, to make a public disclosure. In addition, the Distribution, Parties may make public statements concerning the progress of the Selected LNA Compounds or the transactions contemplated by this Agreement: Products solely where such statements (i) are with respect to data generated by Alliqua which Alliqua deems appropriate in its reasonable judgmentsuch Party with respect to a Selected LNA Compound or Product, in light of its status as a company having reporting obligations under Section 13 including the results of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsDiscovery Program or preclinical or clinical studies conducted by such Party; (ii) include no greater disclosure or additional statements than were previously disclosed or made by AquaMed after the Distribution which AquaMed deems appropriate Parties in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsstatement; or (iii) was, upon request of a Party, approved with the prior written consent of the other Party in connection with any dispute between its sole discretion. The Parties shall cause its Affiliates, officers, directors, employees, contractors and agents only to make public announcement regarding the Parties regarding terms of or events related to this Agreement or any Ancillary Agreement concerning the progress of the Selected LNA Compounds or the transactions contemplated thereby.Products according to this Section 9.5. Execution Version

Publicity. Each The Parties acknowledge and agree that (a) the terms of AquaMed this Portions of this Exhibit were omitted and Alliqua have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Agreement constitute Confidential Information of each Party and may issue an initial press release concerning only be disclosed (i) as permitted by Section 5.2, (ii) to investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, licensees and potential licensees, acquirers or merger partners and potential acquirers or merger partners, and (iii) or in the case of Archemix, Gilead and University License Equity Holdings, Inc.; and (b) a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by Applicable Laws; provided, that, in connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the Distribution that is approved in advance by other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party. ThereafterNotwithstanding anything to the contrary in Section 5.1, Alliqua and AquaMed except as required by Applicable Laws, neither Party shall consult with each other before issuing any issue a press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press news release or make any similar public statement or filing relating announcement related to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother Party; provided, that that, notwithstanding the foregoing limitations foregoing, (w) the Parties shall not apply issue a press release in a mutually agreed form as soon as practicable after the Effective Date, (x) Ophthotech, its Affiliates and Sublicensees shall be expressly permitted to publicly announce at any disclosure time the status of their Development and commercialization activities relating to Licensed Products; provided, that, prior to the filing of an application for Regulatory Approval for a Licensed Product, Ophthotech has given [***] days’ written notice to Archemix of any information concerning this Agreementsuch announcement relating to such Licensed Product and, after the Distributionfiling of an application for Regulatory Approval for a Licensed Product, Ophthotech has given advance notice to Archemix of any such announcement relating to such Licensed Product that contains significant (i.e., label amendments for new safety or efficacy data; Dear Doctor Letters, medical product safety alerts; Class I, II, or III product recalls; market withdrawals; or public health advisories ) regulatory information about such Licensed Product not previously publicly disclosed, (y) Archemix may publicly announce the transactions contemplated by this Agreement: occurrence of any milestone event described in Section 4.4 upon [***] days’ prior written notice to Ophthotech, and (iz) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time either Party shall be entitled to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and include in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time news releases and other public announcements information related to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebythat has previously been publicly announced in accordance with this Section 5.4.

Publicity. Each The Parties covenant and agree that, except as provided for herein below, each Party will not, from and after the date hereof, originate any publicity or other announcement (whether written or oral), including the making, issuance or release any public announcement, press release, statement or acknowledgment of AquaMed the existence of, or reveal publicly the terms, conditions and Alliqua may issue an initial press release concerning status of, this Agreement and the Distribution that is approved in advance by such other Party. Thereaftertransactions contemplated herein, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect whether to this Agreementthe public, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreementpress, the Distributiontrade, Manufacturer’s or the other transactions contemplated by this Agreement Distributor’s customers or otherwise, without the prior written consent of the other, other Party as to the content and time of release of and the media in which consent shall not such statement or announcement is to be unreasonably withheld, conditioned or delayedmade; provided, that (a) Manufacturer is permitted to issue Seller Notices and Third Party Consents (as each term is defined in the foregoing limitations shall not apply to any disclosure Asset Sale and Purchase Agreement) in accordance with the terms of any information concerning this the Asset Sale and Purchase Agreement, the Distribution, or the transactions contemplated by this Agreement: provided that Manufacturer is permitted to disclose only (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light the co-exclusive nature of its status as a company having reporting obligations under Section 13 of the Exchange Act this Agreement and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) the existence of the Asset Sale and Purchase Agreement (including the identity of Buyer (as such term is defined therein)) to the counterparties of the Distributor Contracts (as defined in the Asset Sale and Purchase Agreement) therein without Distributor’s prior written consent, and (b) in the case of announcements, releases, statements, acknowledgments or revelations which either Party is required by AquaMed after Law to make, issue or release, the Distribution which AquaMed deems appropriate in its reasonable judgmentmaking, in light issuing or releasing of any such announcement, release, statement, acknowledgment or revelation by the Party so required to do so by Law shall not constitute a breach of this Agreement if such Party shall have given, to the extent reasonably possible, not less than two (2) days’ prior notice to the other Party, and shall have attempted, to the extent reasonably possible, to clear such announcement, release, statement, acknowledgment or revelation with the other Party. Notwithstanding the foregoing, Manufacturer shall not use the name of Distributor or any of its status as a company having reporting obligations under Section 13 Affiliates for advertising or promotional purposes without the prior written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyDistributor.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement The Buyer Parties and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult Seller Parties will reasonably cooperate with each other before issuing in connection with the issuance of mutually acceptable press releases to be issued on or promptly after the date of this Agreement announcing the transactions contemplated hereby. Each of the Parties agrees not to, and to cause each of their respective Subsidiaries not to, issue, or cause or permit to be issued, any press release or otherwise other public statement regarding this Agreement or the transactions contemplated hereby without consulting with the other Parties prior to making any public statements such release or filings with respect to this Agreementstatement, except, if, in the Distribution, or any judgment of the disclosing Party, such release or statement may be required by Law (including the rules and regulations of the Commission) or by any securities exchange or association on which such Party’s securities are traded (including pursuant to any listing agreement), in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, (a) the Buyer Parties acknowledge and understand that the Seller Parties will be required (i) to seek the Requisite Shareholder Approval and such solicitations will be publicly disclosed, (ii) to amend A.L. Industrier’s Schedule 13D, as amended, on file with the Commission (y) to disclose the signing of this Agreement (with a copy of this Agreement attached as an exhibit thereto) and (z) the closing of the transactions contemplated hereby, and (iii) to file a Form 4 with the Commission on behalf of A.L. Industrier to disclose the closing of the transactions contemplated by this Agreement, but AquaMed and (b) the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating Seller Parties acknowledge and understand that Parent will be required to this Agreement, file a current report on Form 8-K to disclose (i) the Distribution, or the other transactions contemplated by signing of this Agreement without (with a copy of this Agreement attached as an exhibit thereto) and (ii) the prior written consent closing of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement and No Party shall, without the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any prior written consent of the other transactions contemplated by this AgreementParties, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any other public announcement or furnish any written or oral statement or filing relating to any Third Party, which makes reference to this AgreementAgreement or the Ancillary Agreements, any of the Distributiontransactions contemplated hereby or thereby, or the any other transactions contemplated by this Agreement without the prior written consent of the otherParty or its Affiliates; provided, which however, that such consent shall not be unreasonably withheld, conditioned withheld to the extent such disclosure is required by securities disclosure requirements or delayed; provided, that the foregoing limitations otherwise by an authorized Public Authority. Each Party shall not apply to any disclosure provide a draft of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actaforementioned documents containing any such reference (including without limitation, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light a copy of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or any excerpt hereof or thereof, proposed to be filed with any securities regulatory authority or any securities exchange) to the transactions contemplated therebyother Parties and their counsel as far as possible in advance of release thereof and in sufficient time for review of such documents by the other Parties and their counsel, and in any event not less that ***** prior to release thereof unless otherwise required by order of a Public Authority. In the event any Party objects to any such reference, the applicable document will be modified to such Party’s reasonable satisfaction. If a Party does not deliver its written comments on such documents within ***** of receipt thereof (or such shorter time as may be agreed by the Parties), such Party shall be deemed to have consented to any such references therein. When a Party has obtained the other Parties’ consent for a public announcement or statement, it will not be required to obtain the other Parties’ consent for a subsequent public announcement or statement of the same subject matter which does not disclose any additional or materially different information from that contained in any previously approved disclosure; provided, however, that: (i) such subsequent public announcement or statement does not characterize such subject matter in a materially different way to such previously approved disclosure; (ii) such Party provides to each of the other Parties a copy of any such subsequent public announcement or statement not less than ***** prior to its proposed disclosure; and (iii) information concerning the other Parties and their respective Affiliates may not be used without obtaining consent to each such disclosure. Nothing herein contained shall be construed to impose upon any Party any liability or other obligation (to any other Party or any other Person) in respect of any such references in any such documents. In the event that one Party reasonably concludes that a given disclosure is required by law and another Party disagrees with the substance or extent of the disclosure, then the Party seeking such disclosure shall either (I) limit said disclosure to address the concerns of the other Party, or (II) such dispute if not resolved by corporate counsel to the Parties, shall be resolved in accordance with the legal opinion received from a law firm that is reasonably acceptable to the Parties and has no material relationship with any of the Parties or their Affiliates, with the fees to such law firm to be paid equally by the Party seeking to make the disclosure and the Party objecting to the disclosure. With respect to any required filing of this Agreement with a Public Authority, the filing Party shall seek confidential treatment of commercially sensitive portions of this Agreement or any Ancillary Agreement and the other Parties shall have the right to review and comment on such an application for confidential treatment prior to its being filed.

Publicity. Each of AquaMed and Alliqua may issue an initial (a) The press release concerning announcing the execution of this Agreement and is set forth on Schedule 9.5 hereto. In addition, the Distribution Parties may make public statements concerning the terms of this Agreement solely where such statements (i) are required by Law, applicable stock exchange regulation or legal proceedings, as confirmed, upon the request of a Party, by the written advice of counsel for the other Party (in which case the Party that is approved in advance by required to or has otherwise decided to make a public statement will disclose such statements to the other Party prior to making a public statement and, to the extent practicable, provide such other Party an opportunity to review and comment); (ii) include no greater disclosure or additional statements than were previously disclosed or made by the Parties in a public statement; or (iii) was, upon request of a Party. Thereafter, Alliqua and AquaMed shall consult approved with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which such consent shall not to be unreasonably withheld, conditioned withheld or delayed; providedprovided that a Party listed on a stock exchange may reasonably withhold its consent, that when such statement, proposed to be made by the foregoing limitations shall not apply other Party, would cause the Party to any disclosure be required, upon the written advice of any information concerning this Agreementcounsel for the Party, pursuant to securities laws or applicable stock exchange regulation, to make a public disclosure. In addition, the Distribution, Parties may make public statements concerning the progress of the Selected LNA Compounds or the transactions contemplated by this Agreement: Products solely where such statements (i) are with respect to data generated by Alliqua which Alliqua deems appropriate in its reasonable judgmentsuch Party with respect to a Selected LNA Compound or Product, in light of its status as a company having reporting obligations under Section 13 including the results of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsDiscovery Program or preclinical or clinical studies conducted by such Party; (ii) include no greater disclosure or additional statements than were previously disclosed or made by AquaMed after the Distribution which AquaMed deems appropriate Parties in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsstatement; or (iii) was, upon request of a Party, approved with the prior written consent of the other Party in connection with any dispute between its sole discretion. The Parties shall cause its Affiliates, officers, directors, employees, contractors and agents only to make public announcement regarding the Parties regarding terms of or events related to this Agreement or any Ancillary Agreement concerning the progress of the Selected LNA Compounds or the transactions contemplated therebyProducts according to this Section 9.5.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute Confidential Information of each Party and Alliqua may issue an initial not be disclosed except as permitted by Section 7.1.2 and this Section 7.2. Such terms may be disclosed by a Party to (i) investment bankers, investors, and potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners but only to the extent reasonably necessary, (ii) Gilead but only to the extent required pursuant to the ARCHEMIX-Gilead License Agreement and (iii) University License Equity Holdings, Inc. but only to the extent required pursuant to the URC License Agreement. In addition, a copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by law or regulation. In connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party; provided, that, in no event shall any of the Program Targets be disclosed. In addition, ARCHEMIX shall only be permitted to disclose the identity of Program Targets to investment bankers, investors and potential investors, lenders and potential lenders, and other sources and other potential sources of financing, acquirer or merger partners and potential acquirer or merger partners under confidentiality undertakings at least as stringent as the ones set forth herein. Notwithstanding anything to the contrary in Section 7.1, the Parties, upon the execution of this Agreement, shall agree to a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, in the Distributionform attached here to as Schedule 6, or any and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other transactions contemplated Party. After issuance of such press release, except as required by this AgreementApplicable Laws, but AquaMed and the Alliqua Group Members each neither Party shall not issue any a press or news release or make any similar public statement or filing relating announcement (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the like are intended to be covered by Section 7.3 and not subject to this Agreement, Section 7.2) related to the Distribution, Research Program or the other transactions contemplated by this Agreement to any Development Program without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother 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 406 of the Securities Act. 76 Party; provided, that that, (a) notwithstanding the foregoing limitations foregoing, ARCHEMIX shall not apply be expressly permitted to any disclosure publicly announce the occurrence of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: milestone event under Section 6.5.1 and any other event that ARCHEMIX reasonably believes is material to ARCHEMIX; (b) MERCK (i) by Alliqua expressly acknowledges that ARCHEMIX is an emerging company the success of which Alliqua deems appropriate is substantially dependent on its ability to attract and raise capital and that ARCHEMIX’s ability to attract and raise capital is substantially dependent on its ability to announce publicly developments in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act research and that offers its securities from time to time in public offerings development programs or product development pipeline and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) agrees that it shall not unreasonably withhold, condition or delay its consent to any request by AquaMed after ARCHEMIX to announce publicly developments in the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement Research Program or any Ancillary Agreement Development Program; and (c) ARCHEMIX (i) expressly acknowledges that MERCK’s Development and Commercialization is substantially dependent on its ability to protect confidential information and (ii) agrees that it shall not unreasonably request to announce developments in the Research Program or the transactions contemplated therebyany Development Program that may reduce a competitive advantage versus competing entities.

Publicity. Each Upon execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the DistributionParties shall issue the press release announcing the existence of this Agreement in the form and substance as set forth [*] = Certain confidential information contained in this document, or any marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the other transactions contemplated by this AgreementSecurities Exchange Act of 1934, but AquaMed as amended. in Exhibit 9.8, attached hereto and the Alliqua Group Members each shall incorporated herein. Each Party agrees not to issue any other press release or make any other public statement or filing disclosing additional information relating to this Agreement, the Distributionactivities hereunder, or the other transactions contemplated by this Agreement hereby or using the name or Trademark of the other Party or its employees, in either case, without the prior written consent of the otherother Party, which consent shall not be unreasonably withheldexcept that either Party may disclose such information to actual or potential partners, conditioned investors, bankers, or delayedacquirors pursuant to Section 9.3(e); provided, however, that such Party shall remain responsible for any failure by any such party who receives such information to treat such information as required under this Article 9. Notwithstanding the foregoing limitations shall not apply to foregoing, any disclosure that is required by Laws (including the Securities Act of any information concerning this Agreement1933, as amended, and the DistributionSecurities Exchange Act of 1934, as amended), or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light rules of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under exchange or the Securities Actand 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, that any such required disclosure will not contain confidential business or technical information, including in registration statementsConfidential Information, prospectusesand, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Actif disclosure of such information is required by Laws or such rules or regulations, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties will comply with Sections 9.3(d) and 9.5, as applicable, and will use appropriate reasonable and diligent efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a governmental agency. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any Ancillary Agreement such announcement at least three (3) Business Days prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Laws or such rules or regulations, the transactions contemplated therebyParty whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party deems to be inappropriate for disclosure. The contents of any announcement or similar publicity that has been reviewed and approved by the reviewing Party (including the press release set forth in Exhibit 9.8) can be re-released by either Party without a requirement for re-approval.

Publicity. Each of AquaMed and Alliqua may issue an initial press release Other than as required by the Applicable Law in the Territory, no public announcement or other disclosure to any Third Party in any manner whatsoever concerning this Agreement and the Distribution that is approved in advance specific terms will be made, either directly or indirectly, by such other either Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without first obtaining the prior written consent of the otherother Party, which such consent shall may not be unreasonably withheld, withheld conditioned or delayed; provided, provided that a Party may disclose the foregoing limitations shall not apply specific terms of this Agreement (a) to any disclosure attorneys, accountants, advisors, lenders, investors and bona fide prospective lenders and investors who are bound by obligations of any information concerning confidentiality no less restrictive than those set forth herein or who are otherwise bound by ethical or other similar obligations, or (b) pursuant to business discussions wherein a letter of intent or binding agreement has been executed or a term sheet has been completed relating to a sale of substantially all the assets of Orexigen, an equity investment in Orexigen, a merger, a sublicense permitted hereunder, or a Change of Control, so long as such discussions are subject to a nondisclosure agreement. In addition, in the event that either Party is requested by a governmental body or regulatory agency to disclose the terms or subject matter of this Agreement, such Party will notify the other Party promptly so that such other Party may seek a protective order or other appropriate remedy or, in such other Party’s sole discretion, waive compliance with the terms of this Section 5.2. In the event that no such protective order or other remedy is obtained, or that such other Party waives compliance with the confidentiality provisions of this Agreement, the DistributionParty that has been requested to make a disclosure will, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentwithout liability hereunder, in light of its status as a company having reporting obligations under Section 13 furnish only that portion of the Exchange Act and that offers its securities from time information relating to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light terms or subject matter of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement to such governmental body or any Ancillary Agreement or agency that such Party is advised by its counsel is required to be disclosed by Applicable Law, and such Party will exercise reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the transactions contemplated therebyinformation being disclosed.

Publicity. Each The Parties agree that the public announcement of AquaMed and Alliqua may issue an initial the execution of this Agreement shall be substantially in the form of the press release concerning attached as Exhibit 3. Any other publication, news release or other public announcement relating to this Agreement or to the performance hereunder that would disclose information other than that already in the public domain, shall first be reviewed and approved by both Parties. For clarity, neither Party shall be obligated to obtain consent to re-issue or reiterate information previously disclosed with the Distribution that is approved in advance by such consent of, or disclosed by, the other Party. ThereafterNotwithstanding the foregoing, Alliqua and AquaMed FivePrime shall consult have the right to disclose publicly: (a) the fact that it is engaged in a research collaboration with GSK; (b) GSK’s exercise of its Selection Option for a Committed Lead Target (in each other before issuing case without disclosing the identity of such Target(s)); (c) GSK’s decision to expand the Research Program for any press release or otherwise making Research Indication under Section 3.3.2; (d) FivePrime’s receipt of any public statements or filings with respect to development and/or regulatory milestone payment under Section 6.3, (e) the First Commercial Sale of any Licensed Product under this Agreement; and (f) royalties received from GSK by FivePrime (without disclosing the royalty rate or the Net Sales reported by GSK). For each such disclosure outlined in subsections (b) through (f) above, unless FivePrime otherwise has the right to make such disclosure under this Article 7, FivePrime shall provide GSK with a draft of such disclosure at least *** Business Days prior to its intended release for GSK’s review and comment, and shall consider in good faith incorporation any such comment from GSK. If FivePrime does not receive comments from *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. GSK within *** Business Days after FivePrime provides such draft to GSK, then FivePrime shall have the right to make such disclosure without further delay. FivePrime shall have the right to disclose to current or prospective investors, the Distributionamount of GSK’s equity purchase, or any of ownership, and per share purchase price. In addition, FivePrime shall have the other transactions contemplated by this Agreement, but AquaMed right to list all Licensed Products on its website and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light presentations of its status as a company having reporting obligations under Section 13 of the Exchange Act product pipeline, identifying such Licensed Products with FivePrime’s or GSK’s internal reference number only and that offers its securities from time to time in public offerings use GSK’s logos and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) name in connection therewith to indicate that such Products are products under a collaboration with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyGSK.

Publicity. Each The Parties shall issue a press release, in the form attached as Exhibit B, within one (1) Business Day after the date hereof, to announce the execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and describe the Distribution that is approved in advance by such other Party. Thereafter, Alliqua material financial and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to operational terms of this Agreement, the Distribution. Except as required by judicial order or applicable Law, or any of the other transactions contemplated by this Agreementas set forth below, but AquaMed and the Alliqua Group Members each neither Party shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by announcement concerning this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided. The Party preparing any such public announcement shall provide the other Party with a draft thereof at least three (3) Business Days prior to the date on which such Party would like to make the public announcement. Neither Party shall use the name, that trademark, trade name or logo of the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, other Party or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentemployees, in light of any publicity or news release relating to this Agreement or its status as a company having reporting obligations under Section 13 subject matter, without the prior express written permission of the Exchange Act other Party. Notwithstanding the terms of this Section 6.2, either Party shall be permitted to disclose the existence and that offers its securities from time terms of this Agreement to time in public offerings and private placements under the Securities Actextent required, based on the advice of such Party’s legal counsel, to comply with applicable Laws, including in registration statementsthe rules and regulations promulgated by the Commission or any other governmental authority. Notwithstanding the foregoing, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding before disclosing this Agreement or any Ancillary of the terms hereof pursuant to this Section 6.2, the Parties will consult with one another on the terms of this Agreement for which confidential treatment will be sought in making any such disclosure. If a Party wishes to disclose this Agreement or any of the transactions contemplated therebyterms hereof in accordance with this Section 6.2, such Party agrees, at its own expense, to seek confidential treatment of the portions of this Agreement or such terms as may be reasonably requested by the other Party; provided that the disclosing Party shall always be entitled to comply with legal requirements, including the requirements of the Commission. Either Party may also disclose the existence and terms of this Agreement in confidence to its attorneys and advisors, and to potential acquirors (and their respective professional advisors), in connection with a potential merger, acquisition or reorganization and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, or to existing and potential sublicensees or to permitted sublicensees and assignees, in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially no less rigorous than the terms contained in this Agreement and to use such information solely for the purpose permitted pursuant to this Section 6.2. For purposes of clarity, either Party may issue a press release or public announcement or make such other disclosure if the content of such press release, public announcement or disclosure has previously been made public other than through a breach of this Agreement by the issuing Party or its Affiliates.

Publicity. Each The Parties agree that the public announcement of AquaMed and Alliqua may issue an initial the execution of this Agreement shall be substantially in the form of the press release concerning this Agreement and the Distribution that is approved in advance by such attached as Exhibit C. Any other Party. Thereafterpublication, Alliqua and AquaMed shall consult with each other before issuing any press news release or otherwise making any other public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing announcement relating to this Agreement or to the performance hereunder that would disclose information other than that already in the public domain, including information presented at medical conferences or similar events, shall, during the period of time in which FivePrime is conducting activities pursuant to a Research Plan or FivePrime Early Development Plan, first be reviewed and approved by both Parties. Notwithstanding the foregoing, FivePrime shall have the right to disclose publicly: (a) the fact that FivePrime is engaged in a research collaboration with GSK; (b) FivePrime’s receipt of an Expansion Notice; (c) GSK’s exercise of its Selection Option or PoM Exercise Option for a Committed Lead Target (in each case without disclosing the identity of such Target(s)); (d) FivePrime’s receipt of any development or regulatory milestone payment under Section 6.3; (e) the First Commercial Sale of any Licensed Product under this Agreement; and (f) royalties received from GSK by FivePrime (without disclosing the royalty rate or the Net Sales reported by GSK). For each such disclosure outlined in subsections (b) through (f) above, unless FivePrime otherwise has the right to make such disclosure under this Article 7, FivePrime shall provide GSK with a draft of such disclosure at least *** Business Days prior to its intended release for GSK’s review and comment, and FivePrime shall consider in good faith the incorporation of any such comment from GSK. If FivePrime does not receive comments from GSK within *** Business Days after FivePrime provides such draft to GSK, then FivePrime shall have the right to make such disclosure without further delay. FivePrime shall have the right to disclose to current or prospective investors under confidentiality terms not less restrictive than those set forth in this Article 7, the Distributionamount of GSK’s equity purchase, ownership, and per share purchase price. In addition, FivePrime shall have the right to list all Licensed Products on its website and in presentations of its product pipeline, identifying such Licensed Products with FivePrime’s or GSK’s internal reference number only and use GSK’s name in the other transactions contemplated form pre-approved by this Agreement without the prior written consent GSK in connection therewith to indicate that such Products are products under a collaboration with GSK. FivePrime may also, subject to review and approval by GSK’s trademark counsel, use an approved form of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) GSK logo on FivePrime’s website in connection with any dispute between Licensed Products being developed under the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebycollaboration with GSK. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Publicity. Each No public release, announcement or other form of AquaMed and Alliqua may issue an initial press release publicity concerning this Agreement and or the Distribution that is approved transactions described in this Agreement, shall be issued by either Party without the prior consent of the other Party, except as such release or announcement may be required by law, regulation or the rules or regulations of any securities exchange, in which case the Party required to make the release or announcement shall, to the extent possible, allow the other Party reasonable time to comment on such release or announcement in advance by of such other Partyissuance. Thereafter, Alliqua and AquaMed The Parties shall use reasonable efforts to consult in good faith with each other before issuing with a view to agreeing upon any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing announcement relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated hereby prior to the consummation thereof. AGREED TO: CLEARWIRE SPECTRUM HOLDINGS II LLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [--LICENSEE--] By: --------------------------------- Name: ------------------------------- Title: ------------------------------ ATTACHMENTS: Licensee Schedule EXHIBIT III FORM OF ESCROW AGREEMENT ESCROW AGREEMENT This Escrow Agreement ("Agreement"), dated July 31, 2006, is by this and among the undersigned Licensees Representatives, as agents and representatives of NACEPF and the Licensees that comprise the ITF Cluster (as such terms are defined under two Master Royalty And Use Agreements (together, the "Master Agreement: "), dated as of July 31, 2006 by and among Clearwire Corporation, a Delaware corporation (i"Clearwire Parent") by Alliqua which Alliqua deems appropriate and certain affiliates of Clearwire Parent (collectively, "Clearwire"). and the Licensees identified therein), Clearwire Parent and Xxxxx Fargo Bank Northwest, N.A., as escrow agent (the "Escrow Agent"). All terms used but not defined herein shall have the meanings assigned to such terms in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyMaster Agreements.

Publicity. Each Connetics and Genentech agree that, except as may otherwise be required by applicable laws, regulations, rules, or orders, including the disclosure requirements of AquaMed the Securities and Alliqua may issue an initial press release Exchange Commission ("SEC"), no information concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated herein (except information which is already in the public domain) shall be made public by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement either Party without the prior written consent of the otherother Party. Notwithstanding the foregoing, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that with respect to complying with the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 requirements of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities ActSEC, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding required SEC filing of this Agreement or any Ancillary by Connetics, Connetics shall seek confidential treatment of portions of this Agreement or from the SEC and Genentech shall have the right to review and comment on such an application for confidential treatment prior to its being filed with the SEC. Genentech shall provide its comments, if any, on such application as soon as practicable and in no event later than seven (7) days after such application is provided to Genentech. To assist Connetics in its compliance with SEC disclosure obligations, Genentech shall provide to Connetics, within fourteen (14) days of the Effective Date, electronic copies of this Agreement (and all exhibits hereto) and the Supply Agreement. In addition, notwithstanding the foregoing, Connetics shall have the right to disclose information concerning this Agreement and the transactions contemplated therebyherein to its legal representatives, advisors, [ * ] = 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. prospective investors, investors, third party auditors, sublicensees and prospective sublicensees hereunder to the extent reasonably necessary and under obligations of confidentiality no less stringent than those provided for in Article 7.0.

Publicity. Each The Parties agree that any publication, news release or other public announcement relating to this Agreement or to the performance hereunder shall first be reviewed and approved by Lion in its sole discretion. To the extent practicable, each Party shall give at least ten (10) Business Days advance notice to the other Party of AquaMed any such intended disclosure, and Alliqua each Party may provide any comments on the proposed disclosure during such period, for which the other Party shall give due consideration; provided, however, that a Party may, without the prior consent of the other Party, issue an initial such press release concerning or make such public statement as may be required by Applicable Laws or the applicable rules of any stock exchange or quotation system if the Party issuing such press release or making such public statement has used its reasonable best efforts to consult with the other Party and to obtain such other Party’s consent but has been unable to do so in a timely manner. In this regard, the Parties shall make a joint public announcement of the execution of this Agreement and the Distribution transaction contemplated hereby no later than the opening of trading on the Nasdaq Stock Market on the Business Day following the date on which this Agreement is signed. In the event that either Party is approved in advance by such required to file or register this Agreement or a notification thereof with any Governmental Authority, the filing Party shall promptly, to the extent practicable and legally permissible, inform the other Party. ThereafterParty thereof, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise prior to making any public statements such filing, registration or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without notification obtain the prior written consent of from the otherother Party, which such consent shall not be unreasonably withheld. If requested by the other Party, conditioned the filing Party shall, to the maximum extent permissible under Applicable Laws and the Governmental Authority, seek confidential treatment of the Agreement and, if not permissible under Applicable Laws, seek confidential treatment for one or delayed; providedmore of provisions of the Agreement and the information that is required to be disclosed. The Parties shall cooperate, in such filing, registration or notification, including such confidential treatment request, which shall be sought at the expense of the Party required to disclose the Agreement, and shall execute all documents reasonably required in connection therewith. The Parties acknowledge that Lion will be required to file this Agreement with the United States Securities and Exchange Commission, and PolyBioCept hereby consents to such filing. PolyBioCept requests that Lion seek confidential treatment of this Agreement to the extent mutually agreed upon, provided that the foregoing limitations shall not apply Parties agree to any disclosure seek confidential treatment of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements all financial terms under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyAgreement.

Publicity. Each of AquaMed and Alliqua may issue an initial If a Party wishes to release any publication (except to the extent subject to Section 9.7), press release concerning other public statement, or announcement about the Parties’ relationship under this Agreement, performance of this Agreement, or research conducted under this Agreement (“Release”), that Party shall first obtain the other Party’s written approval of the proposed Release. A Party need not obtain the other Party’s approval for a Release to the extent it discusses a Product for which it is the Commercializing Party and that Release does not include mention of the non-Commercializing Party or the relationships of the Parties under this Agreement. Where prior approval is required, approval will not be unreasonably withheld to the extent the Release includes information previously disclosed; such approval is not required, however, for a disclosure of previously approved text in any filing with the Securities and Exchange Commission or in an offering circular for an unregistered securities offering, but only where the underlying facts disclosed in that previously approved text are still true, and where the circumstances surrounding the disclosure have not changed. If one Party reasonably concludes that a Release must be made, or that all or any portion of this Agreement must be disclosed, pursuant to the requirements of the Securities and Exchange Commission or the national securities exchange or other stock market on which such Party’s securities are traded (“Exchange”), and the Distribution other Party would prefer that such Release not be made, that the information within the Release be modified or limited, or that disclosure of the Agreement be limited, then the Party seeking disclosure shall modify or limit such disclosure to address the concerns of the other Party (which limitation may include seeking confidential treatment of such [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. disclosure); provided that the Party seeking disclosure may provide to the reviewing Party a written statement of why each particular modification or limit under dispute would be contrary to the requirements of applicable law. Where a Party’s approval is approved required for a proposed Release, each Party agrees that the other Party will have no less than [ * ] days to review and provide comment regarding any proposed Release, except (i) to the extent a shorter review time is agreed to by both Parties or (ii) to the extent an applicable law requires disclosure of an event in advance by such other Partya period shorter than [ * ] days after the event. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with With respect to complying with the disclosure requirements of the SEC or other Exchange in connection with any required filing of this Agreement, the Distribution, filing Party shall seek confidential treatment of portions of this Agreement from the SEC or any of other Exchange and shall provide the other transactions contemplated Party with the opportunity, at least [ * ] days to review any such proposed filing. Each Party agrees that it will obtain its own legal advice with regard to its compliance with securities laws and regulations, and will not rely on any statements made by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing other Party relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act such securities laws and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyregulations.

Publicity. Each Upon execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any Parties shall issue the press release announcing the existence of this Agreement in the other transactions contemplated by this Agreement, but AquaMed form and the Alliqua Group Members each shall substance as set forth in Exhibit 12.8. Each Party agrees not to issue any other press release or make any other public statement or filing disclosing other information relating to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement hereby without the prior written consent of the otherother Party, which consent except that OncoMed may disclose such financial information, including without limitation the total upfront payment under Sections 8.1.1 and 8.1.2, as deemed necessary by OncoMed for presentation at professional conferences, symposia and other similar meetings (including without limitation one-on-one sessions) where the audience is primarily investors; provided that OncoMed does not disclose the breakdown of the upfront payment under Sections 8.1.1 and 8.1.2 nor the premium on the equity purchase, except that OncoMed shall not be unreasonably withheldpermitted to disclose such information in discrete meetings with potential investors. Notwithstanding the foregoing, conditioned any disclosure that is required by Laws (including without limitation the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), or delayedthe 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, that the foregoing limitations shall any such required disclosure will not apply to any contain confidential business or technical information, including without limitation Confidential Information, and, if disclosure of any such information concerning this Agreementis required by Laws or such rules or regulations, the Distribution, or Parties will use appropriate diligent efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a governmental agency. Each Party agrees to provide to the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light other Party a copy of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in any public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any Ancillary Agreement such announcement at least [***] prior to its scheduled release. Each Party shall have the right [***] 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. to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Laws or such rules or regulations, the transactions contemplated therebyParty whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity that has been reviewed and approved by the reviewing Party (including without limitation the press release set forth in Exhibit 12.8) can be re-released by either Party without a requirement for re-approval. Nothing in this Section 12.8 shall be construed to prohibit GSK, OncoMed or their respective Affiliates or Sublicensees from making a public announcement or disclosure to their respective actual or potential partners, investors, bankers, or acquirers or a public announcement or disclosure regarding the stage of Development of Collaboration Compounds, GSK Development Compounds and Products or disclosing Clinical Trial results with respect thereto, as may be required by Laws or such rules or regulations, as reasonably advised by GSK’s (or its Affiliates’ or Sublicensees’) or OncoMed’s (or its Affiliates’ or Sublicensees’) counsel.

Publicity. Each (a) Xxxxxxx and Pfizer have agreed on language of AquaMed and Alliqua may issue an initial a joint press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to announcing this Agreement, which is attached hereto as Exhibit D, to be issued by the DistributionParties promptly after the Effective Date. (b) Other than the joint press release set forth in Exhibit D and disclosures under Section 11.4, the Parties agree that any other news release or other public announcement relating to this Agreement or the performance hereunder that would disclose information other than that already in the public domain shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, Sangamo shall have the right to disclose publicly (including in its securities filings and earning calls): [*]; provided that (A) Pfizer will have at least [*] business days to review and provide edits and comments to any public disclosure proposed by Xxxxxxx under this sentence, and (B) Sangamo will reasonably incorporate any edits and address any comments provided by Pfizer in such proposed public disclosure. (c) The Parties agree that after a press release (including the initial press release) or other public announcement has been reviewed and approved by the other Party under this Section 11.6, the disclosing Party may reissue the public disclosures without having to obtain the other Party’s prior consent and approval. (d) Each Party agrees that the other Party shall have the right to use such first Party’s name in presentations, the company’s website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases issued pursuant to this Section 11.6. (e) Subject to Section 11.6(d), neither Party shall use the name, trade name, service marks, trademarks, trade, dress or logos of the other Party (or any of its Affiliates) in publicity releases, advertising or any other publication, without the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the Party’s prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.each instance. 11.7

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of such Party or any merger or consolidation involving such Party (except that ImmunoGen shall not disclose the identity of the Licensed Target under this clause (b)); provided that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement ImmunoGen may issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementAgreement (the final form of which shall have been reviewed and approved by Lilly prior to the Effective Date, which approval shall not be unreasonably withheld, conditioned or delayed) and either Party may make subsequent and repeated public disclosure of the Distribution, or any contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Portions of this Exhibit, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that indicated by the foregoing limitations shall not apply xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actof 1934, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyamended.

Publicity. Each The parties acknowledge their mutual intention to announce major scientific discoveries to the public on a prompt and cooperative basis, consistent with the terms of AquaMed this Section 9 and Alliqua other provisions of this Agreement. The parties agree that neither the University nor any employee thereof shall in any way promote, or participate or be used or referred to in connection with the promotion of the Sponsor or any of Sponsor's products, securities, or marketing efforts, and that neither party shall use the existence or terms of this Agreement, any results of the Sponsored Research, or the name of the other party (or any employee or affiliate thereof) in any public disclosure, advertising, news release, or other statement that is or may issue an initial press release concerning become public or available to a third party, in each case except as and to the extent (i) required by Laws (including Securities Laws), (ii) permitted by Section 10, (iii) permitted by [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Section 6, or (iv) with the prior written consent of, and only to the extent approved by, the other party (which consent shall, in the case of the University, be signed by the Xxxx of the Medical College and by University counsel). Notwithstanding the above, once a particular disclosure has been approved, either party may make disclosures which do not differ materially therefrom without any further consents of the other party; provided, however, that the disclosing party shall give prior notice of subsequent disclosures which, in addition to the information contained in the earlier disclosure, contains information subject to this Agreement which has not been previously disclosed; and provided, further, that after approval of a disclosure has been given, the approving party may at any time with written notice to the other party withdraw its approval of a particular disclosure prior to its release, which withdrawal shall be effective immediately. With respect to the requirements of Securities Laws, counsel to the underwriters or placement agents of Sponsor's securities may advise Sponsor that Sponsor may be required to disclose material terms of this Agreement and the Distribution that is approved in advance by License Agreement. In such other Partyevent, Sponsor shall so notify the University within a reasonable time prior to such disclosure, and the University shall have the opportunity to dissuade such counsel of the need for such disclosure. ThereafterWith respect to any such prospective disclosure, Alliqua Sponsor shall use its reasonable efforts, unless the University otherwise consents, not to use the name of the University, and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings to seek "Confidential Treatment" under applicable Securities and Exchange Commission rules and procedures with respect to any terms of this AgreementAgreement and the License Agreement for which the University wishes to obtain confidential treatment. Laboratory personnel, the Distributionincluding Dr. Crystal, or any will not engage in solicitation of the other transactions contemplated by this Agreementsale of securities of Sponsor, but AquaMed and may, to the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreementextent that doing so does not, in the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable University's judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actunreasonably interfere with their work, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) participate in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or due diligence investigations of potential investors and underwriters of securities of Sponsor in describing the transactions contemplated therebyGene Therapy research and may, to the same extent, respond to questions from such persons.

Publicity. Each of AquaMed The Company will submit to counsel for the Agent and Alliqua may issue an initial counsel for the ad hoc noteholder group all press release concerning this Agreement and the Distribution that is approved in advance by such releases, public filings, public announcements or other Party. Thereafter, Alliqua and AquaMed shall consult communications with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing news media relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby and any amendments thereof. The Company shall not (a) use the name of any Consenting Holder in any press release without such Consenting Holder’s prior written consent or (b) disclose to any person, other than legal, accounting and financial advisors to the Company, the principal amount or percentage of Debt held by any Consenting Holder or any of its respective subsidiaries; provided, however, that the Company shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, any class of Debt held by the Consenting Holders as a group. Notwithstanding the foregoing, the Consenting Holders hereby consent to the disclosure by the Company in the Plan, the Disclosure Statement, the Approved Plan Documents and any required filings by the Company with the Bankruptcy Court or the Securities and Exchange Commission, or as otherwise required by law or regulation, of the execution, terms and contents of this Agreement; provided that the Company shall not file a copy of any stockholders agreement acceptable to Apollo Management and Xxxxx Xxxxx Management that is entered into by Apollo and Xxxxx Xxxxx in connection with the Transactions (the “Stockholders’ Agreement”); provided, however, that the Disclosure Statement will contain a paragraph regarding the Stockholders’ Agreement (the form of which paragraph has been agreed upon by the Company, Apollo, and Xxxxx Xxxxx) and the Company may provide a copy of the Stockholders’ Agreement (i) to the extent required by applicable law or regulation or by any subpoena or similar legal process, (ii) to its directors, officers, employees and agents, including accountants and legal counsel and other advisors in connection with the Transactions, (iii) to the extent the Stockholders’ Agreement becomes publicly available other than as a result of a breach of this Section 22, or (iv) with the written consent of Xxxxx Xxxxx and Apollo.

Publicity. Each (a) The parties hereto expect to make a public announcement of AquaMed and Alliqua may issue an initial the transactions contemplated herein as soon as practicable after the execution hereof pursuant to a joint press release concerning this Agreement in the form previously agreed upon by Purchaser and C&K. Thereafter and until the Closing, all general notices, releases, statements and communications to employees, suppliers, distributors and customers of the Business of the Company and to the general public and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement shall be made only at such times and in such manner as may be mutually agreed upon by Purchaser and C&K; provided, however, that (i) each of C&K or Purchaser shall be entitled to make a public announcement relating to the proposed transaction if, in the opinion of its legal counsel, such announcement is required to comply with Law or any Environmental Law or applicable stock exchange rules and regulations (in which case the disclosing party shall use its best efforts to provide the other party with as much advance notice as possible with respect to the reasons for and text of such announcement and to make such announcement no more extensive than is necessary to meet the minimum requirement imposed on the party making such announcement); and (ii) upon the prior consent of Purchaser and C&K, the Company and its officers may make disclosures of information (other than Confidential Information ) to customers and suppliers of the Business, but solely to the extent that such disclosures are necessary to obtain the consents and approvals required to be obtained by the Sellers or the Company pursuant to this Agreement, or to the extent that such disclosures are required to preserve the Business relationships with such Third Parties. (b) Notwithstanding the foregoing paragraph (a) of this Section 12.8, no party hereto or its representatives will, without the prior written consent of the otherother parties, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply disclose to any other person any Confidential Information that has been made available in connection with this Agreement (other than information which has been published or made publicly available other than by unauthorized disclosure of a party), or disclose any information concerning of the terms, conditions, or other facts with respect to this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentexcept if, in light the opinion of its status as a company having reporting obligations under Section 13 of legal counsel, such disclosure is required to comply with Law or Environmental Law or applicable stock exchange rules and regulations. If circumstances make it impossible to give such prior written notice, then any disclosure made shall be no more extensive than is necessary to meet the Exchange Act and that offers its securities from time to time in public offerings and private placements under minimum requirement imposed on the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.party making such disclosure. 12.9

Publicity. Each of AquaMed and Alliqua may issue an The initial press release concerning regarding this Agreement, the Merger and the transactions contemplated by this Agreement will be substantially in the form previously agreed to by Parent and the Distribution that is approved in advance by such other PartyCompany. Thereafter, Alliqua none of the Company, Parent or Merger Sub will, and AquaMed shall consult with each other before issuing the Company will not permit any of its Subsidiaries to, issue or cause the publication of any press release or similar public announcement with respect to, or otherwise making make any public statements or filings with respect to statement concerning, this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, Merger or the other transactions contemplated by this Agreement without first consulting with Parent, in the prior written consent case of a proposed announcement or statement by the otherCompany, which consent shall not be unreasonably withheldor the Company, conditioned in the case of a proposed announcement or delayedstatement by Parent or Merger Sub; provided, however, that the foregoing limitations shall this Section ‎5.10 will not apply to any disclosure press release or public statement (a) made or proposed to be made by the Company in connection with a Company Acquisition Proposal or Company Change of Recommendation or any information concerning this Agreementaction taken pursuant thereto, the Distribution(b) made or proposed to be made by Parent in connection with a Parent Acquisition Proposal or a Parent Change of Recommendation or any action taken pursuant thereto, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iiic) in connection with any dispute between the Parties parties regarding this Agreement or any Ancillary Agreement Agreement, the Merger or the transactions contemplated therebyby this Agreement, or (d) as a party may in good faith, after consultation with outside counsel, determine is required by Law or by any listing agreement with a relevant securities exchange (in which case the party proposing to issue such press release or make such public statement shall use its reasonable efforts to consult in good faith with the other party before issuing such press release or making any such public statement). Notwithstanding the foregoing provisions of this Section ‎5.10, (i) Parent and the Company may make press releases or public announcements concerning this Agreement, the Merger and the transactions contemplated by this Agreement that consists solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section ‎5.10, and (ii) Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consists solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other parties, this Agreement, the Merger and the transactions contemplated by this Agreement.

Publicity. Each of AquaMed and Alliqua may issue an The initial press release concerning regarding this Agreement, the Merger and the transactions contemplated by this Agreement will be substantially in the form previously agreed to by Parent and the Distribution that is approved in advance by such other PartyCompany. Thereafter, Alliqua none of the Company, Parent or Merger Sub will, and AquaMed shall consult with each other before issuing the Company will not permit any of its Subsidiaries to, issue or cause the publication of any press release or similar public announcement with respect to, or otherwise making make any public statements or filings with respect to statement concerning, this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, Merger or the other transactions contemplated by this Agreement without first consulting with Parent, in the prior written consent case of a proposed announcement or statement by the otherCompany, which consent shall not be unreasonably withheldor the Company, conditioned in the case of a proposed announcement or delayedstatement by Parent or Merger Sub; provided, however, that the foregoing limitations shall this Section ‎5.8 will not apply to any disclosure press release or public statement (a) made or proposed to be made by the Company in connection with a Company Acquisition Proposal or Company Change of Recommendation or any information concerning this Agreementaction taken pursuant thereto, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iiib) in connection with any dispute between the Parties parties regarding this Agreement or any Ancillary Agreement Agreement, the Merger or the transactions contemplated therebyby this Agreement, or (c) as a party may in good faith, after consultation with outside counsel, determine is required by Law or by any listing agreement with a relevant securities exchange (in which case the party proposing to issue such press release or make such public statement shall use its reasonable efforts to consult in good faith with the other party before issuing such press release or making any such public statement). Notwithstanding the foregoing provisions of this Section 5.8‎, (i) Parent and the Company may make press releases or public announcements concerning this Agreement, the Merger and the transactions contemplated by this Agreement that consists solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section ‎5.8, and (ii) Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consists solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other parties, this Agreement, the Merger and the transactions contemplated by this Agreement.

Publicity. Each of AquaMed and Alliqua Ocugen may issue an initial press release concerning a public announcement of the execution of this Agreement in a form mutually agreed by the Parties and substantially in the Distribution that is approved in advance by such other Partyform attached hereto as Schedule 11.2. Thereafter, Alliqua and AquaMed shall consult with each other before issuing respect to any press release or otherwise making public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof (a “Public Statement”), (a) Ocugen may make Public Statements relating to the research, Development, Manufacture or Commercialization of the Product in and for the Ocugen Territory, including the publication of all results of research or Development Activities, any public statements Clinical Trial conducted on the Product, Regulatory Filings, Regulatory Approvals or filings any health or safety matter related to the Product, all with respect to this Agreementthe Ocugen Territory, the Distributionwithout BBIL’s prior written consent; provided, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each that Ocugen shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement such Public Statement that includes any Confidential Information of BBIL without the prior written consent of BBIL to disclose such Confidential Information, and (b) BBIL may make Public Statements relating to the otherresearch, which Development, Manufacture or Commercialization of the Product in the BBIL Territory, including the publication of all results of research or Development Activities, any Clinical Trial conducted on the Product, Regulatory Filings, Regulatory Approvals or any health or safety matter related to the Product, all with respect to the BBIL Territory, without Ocugen’s prior written consent; provided, that BBIL shall not make any such Public Statement that includes any Confidential Information of Ocugen without the prior written consent of Ocugen to disclose such Confidential Information; provided that it is understood and agreed that BBIL shall not make any Public Statements relating to the amount of any Profit Share payments to be made or actually made under this Agreement, except as permitted pursuant to Section 11.1(c)(iv). If either Party requires the other Party’s consent to issue a Public Statement or any portion thereof as provided above, such consent shall not be unreasonably withheld, conditioned or delayeddelayed by the other Party; providedand the issuing Party will provide the other Party with a copy of the proposed Public Statement as soon as reasonably practicable under the circumstances prior to its scheduled release (but in no event fewer than five (5) Business Days). If the reviewing Party provides any comments, that the foregoing limitations shall not apply to any disclosure of Parties will consult on such proposed Public Statement and amend accordingly. Each Party may repeat any information concerning relating to this AgreementAgreement that has already been publicly disclosed in accordance with this Section 11.2, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light provided such information continues as of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from such time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebybe accurate.

Publicity. Each of AquaMed and Alliqua may issue an initial The press release concerning to be issued in connection with the transactions is set forth on Schedule 12.5.1. Except as otherwise provided in this Agreement and Section 12.5, each Party shall maintain the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to confidentiality of all provisions of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned neither Party nor its respective Affiliates shall make any press release or delayed; provided, that other public announcement of or otherwise disclose the foregoing limitations shall not apply to any disclosure provisions of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreementexcept for: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light disclosure to those of its status as a company having reporting obligations under Section 13 directors, officers, employees, accountants, attorneys, auditors, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and sublicensees whose duties reasonably require them to have access to this Agreement, provided that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or sublicensees are required to maintain the confidentiality of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actthis Agreement, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclosures required by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentNasdaq regulation or any listing agreement with a national securities exchange, in light of its status as a company having reporting obligations under Section 13 of which case the Exchange Act and that offers its securities from disclosing Party shall provide the nondisclosing Party with at least forty eight (48) hours’ notice unless otherwise not practicable, but in any event no later than the time to time in public offerings and private placements under the Securities Actdisclosure required by such Nasdaq regulation or listing agreement is made, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) disclosures as may be required by Laws, in connection which case the disclosing Party shall provide the nondisclosing Party with prompt advance notice of such disclosure and cooperate with the nondisclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the Securities and Exchange Commission, (iv) the report on Form 8-K, which may be filed by Auxilium or an Affiliate of Auxilium setting forth the press release referred to above, and/or the Redacted Agreement (as defined in Section 12.5.2), and the report on Form 10-K or Form 10-Q, which may be filed by Auxilium or an Affiliate of Auxilium setting forth the Redacted Agreement, (v) disclosures that are consistent with or complementary to those described in clause (vi) but which do not contain any dispute between Confidential Information of the Parties regarding other Party; and (vii) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to the preceding requirements of this Agreement or Section 12.5 any Ancillary Agreement or the transactions contemplated therebyinformation that was previously publicly disclosed pursuant to this Section 12.5.

Publicity. Each of AquaMed and Alliqua may issue an initial The press release concerning to be issued in connection with this Agreement and the Distribution that transactions described herein is approved set forth on Schedule 12.5.1. Except as otherwise provided in advance by such other Party. Thereafterthis Section 12.5, Alliqua and AquaMed each Party shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to maintain the confidentiality of all provisions of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned neither Party nor its respective Affiliates shall make any press release or delayedother public announcement of or otherwise disclose the provisions of this Agreement to any Third Party, except for: (i) disclosure to those of its directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and, solely with respect to Amarin, its sublicensees, whose duties reasonably require them to have access to this Agreement; provided, that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or, solely with respect to Amarin, sublicensees, are required to maintain the foregoing limitations confidentiality of this Agreement;(ii) disclosures required by The NASDAQ Stock Market or any securities exchanges, in which case the disclosing Party shall provide the non-disclosing Party with at least [***] notice, but in any event no later than the time the disclosure required by such NASDAQ Stock Market or any securities exchange is made;(iii) disclosures as may be required by Applicable Laws, in which case the disclosing Party shall provide the non-disclosing Party with prompt advance notice of such disclosure and cooperate with the non-disclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the U.S. Securities and Exchange Commission;(iv) the report on Form 8-K, which may be filed by Amarin or an Affiliate of Amarin setting forth the press release referred to above, and/or this Agreement in redacted form (i.e., Redacted Agreement) as provided in Section 12.5.2 and/or a summary thereof;(v) disclosures that are consistent with or complementary to those described in clause (iv) but which do not apply contain any Confidential Information of the other Party; and (vi) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to any disclosure the preceding requirements of this Section 12.5 any information concerning that was previously publicly disclosed pursuant to this AgreementSection 12.5, so long as the Distribution, or context of such disclosure is substantially similar to the transactions contemplated by this Agreement: (i) by Alliqua context in which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyinitial disclosure was made. 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 OF THE SECURITIES EXCHANGE ACT OF 1934.

Publicity. Each of AquaMed and Alliqua At any time on or after the Closing Date, the Buyer may issue an initial a press release concerning (and at its option, disclose an investor presentation) after providing Xxxx Xxxxxxxxx a good faith opportunity to review and comment on such press release, which comments (if provided) the Buyer shall consider in good faith, but shall not be required to make or implement. Such press release shall contain factual information relating to this Agreement and the Distribution transactions contemplated hereby and shall not name or make reference to any Company Securityholder unless such Person has consented to being named or referenced in such press release. Other than disclosure of information that is approved consistent with disclosures in advance by such other Party. Thereafterpress release, Alliqua and AquaMed no party (or Affiliate thereof) shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement release or filing announcement relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement hereby without the prior written consent of the other, other parties (which consent shall not be unreasonably withhelddelayed, conditioned or delayed; providedwithheld), that and the foregoing limitations shall not apply parties agree to any disclosure keep the terms of any information concerning this AgreementAgreement confidential, the Distribution, or the transactions contemplated by this Agreementexcept: (i) to the extent required by Alliqua applicable securities exchange rules or regulations or any other Law or Order (in which Alliqua deems appropriate case such required Person shall allow the non-disclosing party a reasonable opportunity to comment on such release or announcement in its reasonable judgmentadvance of such issuance) or for financial or Tax reporting purposes; and (ii) disclosure of the terms hereof to such party’s accountants, legal advisors, lenders, creditors and other representatives as necessary in light the ordinary conduct of its status business. Notwithstanding the foregoing, at any time on or after the Closing Date, the Buyer and its Affiliates, as a company having reporting obligations under Section 13 applicable, shall be permitted to: (a) disclose the consummation of the Exchange Act transactions contemplated hereby on their websites and that offers its securities otherwise in the ordinary course of business, (b) make announcements from time to time to its employees to facilitate the transactions contemplated hereby and (c) following the issuance of the initial press release or initial investor presentation, discuss this Agreement and the transactions contemplated hereby in public offerings meetings, discussions, presentations and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed conference calls with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after analysts without the Distribution which AquaMed deems appropriate in its reasonable judgmentprior written consent of any party to the extent such meetings, in light discussions or conference calls do not otherwise disclose any material non-public terms of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby not contained in the initial press release or initial investor presentation. Notwithstanding anything herein to the contrary, following Closing, the Stockholder Representative shall be permitted to disclose information as required by Law or to advisors and representatives of the Stockholder Representative and to the Company Securityholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning Neither party to this Agreement may release any information to any Third Party regarding the terms and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to existence of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement reasons for any termination hereof, without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedother party; providedPROVIDED HOWEVER, that (a) a party may disclose the foregoing limitations shall terms or conditions of this Agreement on a need-to-know basis to its directors, employees, agents, consultants and other representatives (including legal and financial advisors), Affiliates and Sublicensees to the extent such disclosure is reasonably necessary in connection with such party's activities as expressly permitted by this Agreement and is in confidence under terms and conditions at least as restrictive as set forth in this Agreement, and (b) either party may disclose the terms and conditions of this Agreement to Third Parties in connection with due diligence or similar investigations by such Third Parties, in each case who agree to be bound by similar terms of confidentiality and non-use at least as restrictive as set forth in this Agreement. Without limitation, this prohibition applies to press releases, educational and scientific conferences, quarterly investor updates, promotional materials, governmental filings and discussions with public officials, the media, security analysts and investors. However, this provision does not apply to any disclosures regarding this Agreement or related information to regulatory agencies such as the FDA or Federal Trade Commission and/or Department of Justice for such disclosures which may be required by law, including requests for a copy of this Agreement or related information by tax authorities; PROVIDED HOWEVER, if any party to this Agreement determines that a release to such a regulatory agency of information regarding the existence or terms of this Agreement is required by law (including releases as may be required to be filed through the Securities and Exchange Commission or other government agency), that party will notify the other party as soon as practicable and give as much detail as possible in relation to the disclosure required. The parties will then cooperate with respect to determining what information should actually be released, including which terms of any information concerning the Agreement shall be redacted in SEC filings. The parties hereby agree that release of a press release upon complete execution of this Agreement is appropriate and such press release shall be mutually agreed upon by the parties. In addition, following the initial joint press release announcing this Agreement, either party will be free to disclose, without the other party's prior written consent, the existence of this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 identity of the Exchange Act other party and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 those terms of the Exchange Act and that offers its securities from time to time Agreement which have already been publicly disclosed in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyaccordance herewith.

Publicity. Each of AquaMed and Alliqua may issue an initial The press release concerning to be issued in connection with this Agreement and the Distribution that transactions described herein is approved set forth on Schedule 12.5.1. Except as otherwise provided in advance by such other Party. Thereafterthis Section 12.5, Alliqua and AquaMed each Party shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to maintain the confidentiality of all provisions of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned neither Party nor its respective Affiliates shall make any press release or delayedother public announcement of or otherwise disclose the provisions of this Agreement to any Third Party not otherwise disclosed in any agreed-upon press release or other public announcement, except for: (i) disclosure to those of its directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and its sublicensees, whose duties reasonably require them to have access to this Agreement; provided, that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or sublicensees, are required to maintain the foregoing limitations shall not apply to any disclosure confidentiality of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclosures required by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentThe NASDAQ Stock Market or any securities exchanges, in light of its status as a company having reporting obligations under Section 13 of which case the Exchange Act and that offers its disclosing Party shall provide the non-disclosing Party with at least sixty (60) hours-notice, but in any event no later than the time the disclosure required by such NASDAQ Stock Market or any securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsexchange is made; or (iii) disclosures as may be required by Applicable Laws, in connection which case the disclosing Party shall provide the non-disclosing Party with prompt advance notice of such disclosure and cooperate with the non-disclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the U.S. Securities and Exchange Commission; (iv) the report on Form 6-K or any dispute between equivalent in the Parties regarding Territory, which may be filed by setting forth the press release referred to above, and/or this Agreement in redacted form (i.e., Redacted Agreement) as provided in Section 12.5.2 and/or a summary thereof; (v) disclosures that are consistent with or complementary to those described in clause (iv) but which do not contain any Ancillary Agreement or Confidential Information of the transactions contemplated therebyother Party; and (vi) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to the preceding requirements of this Section 12.5 any information that was previously publicly disclosed pursuant to this Section 12.5, so long as the context and extent of such disclosure is substantially similar to the context in and extent to which the initial disclosure was made.

Publicity. Each The Company, on the one hand, and Acquiror, on the other hand, shall cooperate in good faith to agree on the form and content of AquaMed and Alliqua may issue an the initial press release concerning this Agreement and regarding the Distribution that is approved in advance transactions contemplated by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, . All press releases or other public communications of any nature whatsoever relating to the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each method of the release for publication thereof, shall not issue (i) prior to the Closing, except in the case that a party is required by the rules and regulations of the SEC (other than as it relates to the Information Statement, which shall be governed by Section 5.4) or any press securities exchange on which such party’s securities are listed (in which case the party required to make the release or make any public statement or filing relating announcement will use its reasonable efforts to this Agreement, the Distribution, or permit the other transactions contemplated party to review such release or announcement prior to issuance, and consider, in good faith, any comments thereto provided by this Agreement without the other party), be subject to the prior written consent mutual approval of Acquiror and the otherCompany, which consent approval shall not be unreasonably withheld, delayed or conditioned or delayed; providedby any party, that and (ii) following the foregoing limitations Closing, be subject to the prior written approval of Acquiror, which approval shall not apply to any disclosure be unreasonably withheld, delayed or conditioned. For the avoidance of any information concerning doubt, for purposes of this AgreementSection 11.11, the DistributionInformation Statement shall not be deemed to be a public communication and shall not be governed by this Section 11.11. All matters related to the Information Statement, including the preparation and filing thereof, as well as any communications regarding the Information Statement and any amendments thereto shall be governed exclusively by Section 5.4. Notwithstanding anything to the contrary herein, prior to the Closing, the Company or Acquiror may make any public statement in response to questions by the press, analysts, investors or those attending industry conferences or financial analysts conference calls or in connection with a financing, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the Company and Acquiror or made by one party and reviewed by the other and do not reveal non-public information regarding the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.

Publicity. Each of AquaMed and Alliqua Following the execution hereof, Seller may issue an initial the press release concerning that was approved by Purchaser prior to the date hereof and Purchaser may issue the press releases that was approved by Seller prior to the date hereof announcing the entry into this Agreement and the Distribution nature of the transactions contemplated hereby. Following the issuance of such initial press releases, Purchaser, on the one hand, and the Company and Seller, on the other hand, agree that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press no public release or otherwise making any public statements or filings with respect to this Agreement, announcement concerning the Distribution, or any terms of the other transactions contemplated hereby shall be issued by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement party without the prior written consent of the otherother party, except (a) to the extent consistent with the previous public announcements or press releases made by any of the parties in accordance with this Section 6.4 or (b) any such release or announcement as may be required by Law or the rules and regulations of any stock exchange upon which consent the securities of one of the Seller, Company’s or Seller’s Affiliates or Purchaser or one of its Affiliates are listed, in which case the party required to make such release or announcement shall not be unreasonably withheld, conditioned allow the other party reasonable time to comment on such release or delayedannouncement in advance of such issuance; provided, however, that (i) Purchaser, Seller and the foregoing limitations shall not apply Company are permitted to disclose the consummation of the transactions contemplated hereby (but not, without the consent of the other parties, price terms or the name of such other parties to the extent inconsistent with the previous public announcements or press releases made by any disclosure of any information concerning the parties in accordance with this Section 6.4) on their websites and otherwise in the ordinary course of business, (ii) the parties are permitted to report and disclose the status of this Agreement, the DistributionTransaction Agreements and the transactions contemplated hereby and thereby pursuant to an internal communication or otherwise to its employees, (iii) following the issuance of the initial press releases, the parties are permitted to discuss this Agreement and the transactions contemplated hereby in meetings, discussions and conference calls with investors and analysts and post an investor presentation without the prior written consent of the other party to the extent such discussions or presentation do not otherwise disclose any material non-public terms of this Agreement or any of the Transaction Agreements and (iv) Purchaser may disclose, on a confidential basis, the status and financial and other terms of this Agreement and the transactions contemplated by the Transaction Agreements to its direct and indirect investors and prospective investors. Notwithstanding the forgoing, nothing in this Agreement: Section 6.4 shall restrict or prohibit Purchaser or any of its Affiliates from making any customary announcement or other communication in connection with the arrangement of the Debt Financing (i) by Alliqua which Alliqua deems appropriate including, for the avoidance of doubt, such announcement or communications that Purchaser reasonably determines in its reasonable judgment, good faith are required to ensure that any document concerning the Debt Financing does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in light of its status as a company having reporting obligations under Section 13 the circumstances in which they are made), provided, that any such announcement or other communication is consistent with the previous public announcements or press releases made by any of the Exchange Act and that offers its securities from time to time parties in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed accordance with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under this Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.6.4

Publicity. Each of AquaMed The Parties agree that no publicity release or announcement concerning the transactions contemplated hereby and Alliqua may issue an initial press release concerning this under the Manufacturing Agreement and the Distribution that is approved in advance by such other Party. ThereafterTransition Services Agreement, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings or, with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press an Advancis publicity release or make any public statement or filing relating announcement, that includes the name of Lilly with respect to this Agreementsuch transaction, the Distribution, or the other transactions contemplated by this Agreement will be issued without the prior advance written consent of the other, which consent shall will not be unreasonably withheld, conditioned except to the extent such publicity release or delayed; providedannouncement is substantially similar to, or whose relevant statements are consistent with the statements in, the press release set forth in Schedule 7.5 attached hereto. Notwithstanding anything in this Section 7.5 and Article 9 to the contrary, each Party may make filings or disclosures that are required by Applicable Laws (as determined to be so required by outside counsel for the foregoing limitations shall not apply disclosing Party) including filings or disclosures required by or to the Securities and Exchange Commission (and any disclosure other applicable securities exchanges) that discuss the subject matter of any information concerning this Agreement, the DistributionManufacturing Agreement or the Transition Services Agreement or otherwise make reference to the other Party in any way whatsoever; provided, however, that such Party provides the other Party with no less than three (3) business days to review and comment on such filings, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentrelevant portions thereof, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time pertaining to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby or by the Manufacturing Agreement or Transition Services Agreement, and such Party does not unreasonably reject the incorporation of such comments into such filings; provided further, however, that such Party will seek confidential treatment for any Confidential Information of the other Party that, in the opinion of such disclosing Party’s outside counsel, is not required by Applicable Laws from such filings or disclosures; provided further, however, that, such Party will use commercially reasonable efforts to obtain confidential treatment by such security exchanges with respect thereto.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning The Parties shall keep this Agreement and its provisions confidential using at least the Distribution that is approved level of care they use for their own proprietary information. As of the Execution Date Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in advance by such other Partyplaces marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Thereafterand during the Term, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any no public statements or filings with respect to this Agreementannouncement concerning the existence of, the Distributionterms, or subject matter of this Agreement shall be made, either directly or indirectly, by any Party, without first obtaining the approval of the other transactions contemplated by this Agreement, but AquaMed Party and agreement upon the Alliqua Group Members each shall not issue any press release or make any nature and text of such public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, announcement which consent such agreement and approval shall not be unreasonably withheld, conditioned or delayed; providedexcept, that in the foregoing limitations shall not apply opinion of legal counsel for the Party desiring to any disclosure of any information concerning this Agreementmake such public announcement, the Distribution, or the transactions contemplated as may be legally required by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentthe Applicable Law, in light including the United States Securities Act of its status 1933, as a company having reporting obligations under Section 13 of amended, the United States Securities Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actof 1934, including in registration statementsas amended, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentlisting standards or agreements of any national or international securities exchange or The NASDAQ Stock Market or other similar laws of a governmental authority or agency, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) to respond to an inquiry of a governmental authority or agency, or (iv) as may be required in connection with any dispute between a judicial, administrative or arbitration proceeding, in all instances seeking appropriate confidential treatment of this Agreement and the subject matter thereof and the Parties shall agree on any redacted forms of the Agreement that are filed publicly, such agreement not to be unreasonably withheld or delayed. The Party desiring to make any such public announcement (including those which are legally required) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be not less than five (5) days (or such shorter period as the Parties may agree upon in writing, or such shorter period applicable to those public announcements which are legally required)) prior to release of such proposed public announcement, and shall provide the other Party with a written copy thereof in order to allow such other Party to comment upon such public announcement. Each Party agrees that it shall co-operate fully with the other with respect to all disclosures regarding this Agreement to any governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any Ancillary Agreement such disclosure. The Parties hereby agree that the press release attached hereto as Schedule 6.3 is approved for PAR and Spectrum to disseminate on or after the transactions contemplated therebyExecution Date in coordination with GSK’s corporate communications department.

Publicity. Each of AquaMed and Alliqua may issue an initial the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall, if prior to, or after, the Closing, be made or be caused to be made (including by such parties’ respective Affiliates) concerning the execution or performance of this Agreement unless the parties shall have agreed in advance with respect thereto; provided, however, that this Section 9.8 shall terminate and the Distribution parties shall have no further obligations with respect to the subject matter hereunder upon the earlier of (a) one (1) month after the date of the termination of this Agreement pursuant to Section 8.1 or (b) such earlier date that is approved DuPont or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in advance by such other Partya litigation relating to the subject matter of this Agreement. Thereafter, Alliqua and AquaMed shall consult with each other before issuing Notwithstanding the foregoing (i) either party may make or cause to be made any press release or otherwise making similar public announcement or communication as may be required to comply with the requirements of any public statements applicable Laws or filings with respect to this Agreement, the Distribution, or any rules and regulations of each stock exchange upon which the securities of one of the other transactions contemplated by this Agreement, but AquaMed parties is listed and the Alliqua Group Members each shall not issue any press release (ii) DuPont or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent Affiliates of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of Buyer may disclose any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua hereby which Alliqua such party deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actpublicly owned company, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; provided, that with respect to the DPC Business (except to the extent it relates to DuPont’s activities with respect to the effect on DuPont of the separation or disposition of the DPC Business), to the extent practicable, DuPont and Buyer and its Affiliates will try in good faith to remain within the bounds of the parties’ prior disclosures; provided, further, that in the case of clauses (i) and (ii) by AquaMed after above to the Distribution which AquaMed deems appropriate extent in its the good faith judgment of such party it is reasonably practicable to do so, such party (x) provides the other party with a reasonable judgment, opportunity in light of its status as a company having reporting obligations under Section 13 of the Exchange Act circumstances to review such party’s intended communication and (y) consider in good faith modifications to the intended communication that offers its securities from time to time in public offerings and private placements under are requested by the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother party.

Publicity. Each The Parties agree that the terms of AquaMed and Alliqua may issue an initial press release concerning this Agreement will be treated as Confidential Information of both Parties, and thus may be disclosed only as permitted by Section 7(d). The Parties agree that the public announcement of the Effective Date of this Agreement shall be substantially in the form of the press release(s)s attached as Exhibit H, and the Distribution that is approved Parties will cooperate in advance the release thereof as soon as practicable after the signature of this Agreement by such the Parties. Except as required by law, each Party agrees not to issue any other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing disclosing information relating to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement hereby or the terms hereof without the prior written consent of the otherother Party not to be unreasonably withheld, delayed or conditioned (or as such consent may need to be obtained in accordance with this Section 7(f) or Section 7(g) below). In the event either Party (the "Issuing Party") desires to issue a press release or other public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof, the Issuing Party will provide the other Party (the "Reviewing Party") with a copy of the proposed press release or public statement (the "Release"). The Issuing Party will specify with each such Release, taking into account the urgency of the matter being disclosed and timing requirements for disclosure, as required by any applicable law, a reasonable period of time within which the Receiving Party may provide any comments on such Release (but in no event less than two (2) business days or less, as may be required for disclosure by any applicable law). If the Receiving Party provides any comments, the Parties will consult on such Release and work in good faith to prepare a mutually acceptable Release. Either Party may subsequently publicly disclose any information previously contained in any Release, provided that the other Party provided its written consent hereto as stated in this Section 7(f), and such consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning No public announcement related to this Agreement and or the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement herein will be issued without the prior written consent joint approval of the otherSeller and Buyer, which consent approval shall not be unreasonably withheld, conditioned or delayed; provided, that except in any public disclosure which either Seller or Buyer, in its good faith judgment, believes is required by applicable Law or by any stock exchange on which its securities or those of its Affiliates are listed. If either Party, in its good faith judgment, believes such disclosure is required, such Party shall use its commercially reasonable efforts to consult with the foregoing limitations shall not apply other Party and its Representatives, and to consider in good faith any revisions proposed by the other Party or its Representatives, as applicable, prior to making (or prior to any of its Affiliates making) such disclosure, and shall limit such disclosure of any to only that information concerning which is legally required to be disclosed. Notwithstanding the foregoing, (a) Buyer, on the one hand, and Seller, on the other hand, may, following the Execution Date, make internal announcements to their respective employees and Affiliates and public announcements that are consistent with a communications plan agreed upon by Seller and Buyer or prior public communications made in compliance with this AgreementSection 5.3, the Distribution(b) each Party may communicate with government officials, or customers and suppliers regarding this Agreement and the transactions contemplated by this Agreement: hereby (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentto the extent that, in light the case of its status customers and suppliers, such communications are consistent with a communications plan agreed upon by Seller and Buyer) and (c) each Party may issue a press release substantially in form and substance as a company having reporting obligations under Section 13 set forth in Exhibit J. Notwithstanding the foregoing, following the issuance of the Exchange Act and that offers press releases set forth in Exhibit J, this Section 5.3 shall not restrict Buyer’s ability to discuss or make public announcements regarding its securities from time anticipated business plans with respect to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under Product or the Securities Act and reports filed with Product Business or the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light expected effect of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby on Buyer’s business or operations. 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.

Publicity. Each (a) Prior to the Closing, none of AquaMed and Alliqua may the Representative or the Company, on the one hand, Parent or Merger Sub, on the other hand, shall issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to announcement concerning this Agreement, the Distributionother Transaction Agreements or the Transactions or make any other public disclosure containing or pertaining to the terms of this Agreement without obtaining Parent’s or the Representative’s, as applicable, prior written approval, which approval will not be unreasonably withheld or any delayed, except that Parent or Representative may disclose information related to the foregoing to the extent required by applicable Laws or by the applicable rules of the other transactions contemplated by this Agreementstock exchange on which Parent lists securities and (b) following the Closing, but AquaMed and the Alliqua Group Members each Representative shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information announcement concerning this Agreement, the Distribution, other Transaction Agreements or the transactions contemplated Transactions or make any other public disclosure containing or pertaining to the terms of this Agreement without obtaining Parent’s prior written approval, which approval shall not be unreasonably withheld or delayed, except that Parent or Representative may disclose information related to the foregoing to the extent required by this Agreement: (i) applicable Laws; provided that, to the extent any disclosure is required by Alliqua which Alliqua deems appropriate in applicable Laws or stock exchange rules, the Party intending to make such disclosure shall use its commercially reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time efforts consistent with applicable Law or stock exchange rule to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed consult with the SEC under Representative with respect to the Exchange Acttext thereof; and provided, further, that notwithstanding anything to securities analysts the contrary in clause (a) or (b) of this Section 5.6, the Representative and institutional investors its Affiliates, on the one hand, and in press interviews; Parent and its Affiliates, on the other hand, shall be entitled to disclose such information to their respective directors, officers, executive employees, equity owners, partners, prospective partners, investors, prospective investors, professional advisors and lenders who have a need to know the information and who agree to keep such information confidential or are otherwise bound to confidentiality and (ii) by AquaMed after the Distribution Parent’s financing sources and other professional advisors may publish “tombstones” or other customary announcements which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and do not contain pricing details that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyare not otherwise publicly available.

Publicity. Each Between the date hereof and the earlier of AquaMed and Alliqua may issue an initial press release concerning the Effective Time or the date, if any, on which this Agreement and is validly terminated pursuant to Section 9.1, neither the Distribution that is approved in advance by such other Party. ThereafterCompany nor Parent, Alliqua and AquaMed nor any of their respective Subsidiaries, shall consult with each other before issuing issue or cause the publication of any press release or otherwise making any other public statements announcement or filings disclosure with respect to this Agreement, the Distribution, Merger or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which other Party (such consent shall not to be unreasonably withheld, conditioned or delayed), unless such Party determines, after consultation with outside legal counsel, that it is required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market to issue or cause the publication of such press release or other public announcement or disclosure with respect to the Merger or this Agreement, in which event such Party shall use reasonable best efforts, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other Party to review and comment upon such press release or other announcement or disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, however, that the foregoing limitations (a) neither Party shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated be required by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of 7.3 to provide any such review or comment to the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) other in connection with the Company’s receipt of (and the existence of) an Acquisition Proposal or a Change of Recommendation and matters directly related thereto and (b) the Parties shall not be required by this Section 7.3 to provide any such review or comment to the other Party to the extent that such release, announcement or disclosure relates to any dispute between the Parties regarding relating to this Agreement Agreement; provided, further, that each Party and their respective Subsidiaries and Representatives may make statements that are consistent with previous press releases, public disclosures or any Ancillary Agreement public statements (including in investor telephone calls or conferences and communications filed with the SEC pursuant to Rule 425 under the Securities Act or Rule 14a-12 under the Exchange Act) made by Parent or the transactions contemplated therebyCompany in compliance with this Section 7.3.

Publicity. Each of AquaMed and Alliqua The Parties may issue an initial jointly agree to make a press release concerning within three (3) months following the execution of this Agreement and the Distribution that is approved in advance by such other PartyAgreement. Thereafter, Alliqua Threshold shall be free, in its sole discretion, and AquaMed shall consult with each other before issuing have the exclusive right to originate any press release or otherwise making any public statements or filings with respect to this Agreementpublicity, the Distributionnews release, or any public announcement concerning Licensed Products, provided Threshold (i) provides BXXXXX ONCOLOGY two (2) days’ advance written notice of the other transactions contemplated by this Agreementpublicity, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distributionnews release, or public announcement together with its content and gives due consideration to any comments provided by BXXXXX ONCOLOGY within one (1) day thereof; and (ii) does not use the other transactions contemplated by this Agreement name of BAXTER or BXXXXX ONCOLOGY without the prior express, advance written consent of BAXTER or BAXTER ONCOLOGY, respectively, other than to state that the otherLicensed Product is “licensed to Threshold Pharmaceuticals, Inc., by Bxxxxx Oncology.” Otherwise, in the absence of specific agreement between the Parties, which consent agreement shall not be unreasonably withheld, conditioned withheld or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) neither Party shall originate any publicity, news release or public announcement, written or oral, whether to the public or press, relating to financial provisions of this Agreement or to any amendment thereof save only such announcement as in the opinion of counsel for the Party making such announcement is required by Alliqua which Alliqua deems appropriate in its reasonable judgmentlaw, in light regulation, or the rules of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time any stock exchange to time in public offerings and private placements under the Securities Actbe made, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentany such announcements shall be factual and as brief as possible, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) if a Party decides to make such announcement, it will give the other Party two (2) days advance written notice of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. In addition, THRESHOLD may provide information concerning financial provisions to stockholders, executive management, and prospective sublicensees and investors. THRESHOLD may also originate, in connection with any dispute between the Parties regarding this Agreement its discretion, publicity, news releases, or any Ancillary Agreement or the transactions contemplated therebypublic announcements concerning Licensed Product other than, except as set forth above, financial information.

Publicity. Each Upon execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any Parties shall issue the press release announcing the existence of this Agreement in the other transactions contemplated by this Agreement, but AquaMed form and the Alliqua Group Members each shall substance as set forth in Exhibit 12.8. Each Party agrees not to issue any other press release or make any other public statement or filing disclosing other information relating to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement hereby without the prior written consent of the otherother Party, which consent except that OncoMed may disclose such financial information, including without limitation the total upfront payment under Sections 8.1.1 and 8.1.2, as deemed necessary by OncoMed for presentation at professional conferences, symposia and other similar [***] 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. meetings (including without limitation one-on-one sessions) where the audience is primarily investors; provided that OncoMed does not disclose the breakdown of the upfront payment under Sections 8.1.1 and 8.1.2 nor the premium on the equity purchase, except that OncoMed shall not be unreasonably withheldpermitted to disclose such information in discrete meetings with potential investors. Notwithstanding the foregoing, conditioned any disclosure that is required by Laws (including without limitation the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended), or delayedthe 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, that the foregoing limitations shall any such required disclosure will not apply to any contain confidential business or technical information, including without limitation Confidential Information, and, if disclosure of any such information concerning this Agreementis required by Laws or such rules or regulations, the Distribution, or Parties will use appropriate diligent efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a governmental agency. Each Party agrees to provide to the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light other Party a copy of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in any public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, each Party shall provide the other with an advance copy of any Ancillary Agreement such announcement at least [***] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Laws or such rules or regulations, the transactions contemplated therebyParty whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity that has been reviewed and approved by the reviewing Party (including without limitation the press release set forth in Exhibit 12.8) can be re-released by either Party without a requirement for re-approval. Nothing in this Section 12.8 shall be construed to prohibit GSK, OncoMed or their respective Affiliates or Sublicensees from making a public announcement or disclosure to their respective actual or potential partners, investors, bankers, or acquirers or a public announcement or disclosure regarding the stage of Development of Collaboration Compounds, GSK Development Compounds and Products or disclosing Clinical Trial results with respect thereto, as may be required by Laws or such rules or regulations, as reasonably advised by GSK’s (or its Affiliates’ or Sublicensees’) or OncoMed’s (or its Affiliates’ or Sublicensees’) counsel.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement The Company and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed Investors shall consult with each other before in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release or otherwise making make any such public statements or filings statement without the prior consent of the Company, with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make of any public statement or filing relating to this AgreementInvestor, the Distribution, or the other transactions contemplated by this Agreement and without the prior written consent of a majority in interest of the otherInvestors, with respect to any press release of the Company, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any except if such disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated is required by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentlaw, in light which case the disclosing party shall, to the extent not inconsistent with the disclosing party’s legal obligations, promptly provide the other party with prior notice of its status as such public statement or communication. Power Efficiency Corporation , 200 Re: Power Efficiency Corporation; Registration Statement Dear Selling Stockholder: Enclosed please find five (5) copies of a company having reporting obligations under Section 13 prospectus dated , (the “Prospectus”) for your use in reselling your shares of common stock, par value $0.001 per share (the Exchange Act and that offers its securities from time to time in public offerings and private placements “Shares”), of Power Efficiency Corporation (the “Company”), under the Company’s Registration Statement on Form S— (Registration No. 333- ) (the “Registration Statement”), which has been declared effective by the Securities Actand Exchange Commission. As a selling stockholder under the Registration Statement, including in registration statements, prospectuses, private placement memoranda you may have an obligation to comply with the Prospectus delivery requirements under the Securities Act and reports filed of 1933, as amended for each purchaser of your shares of Common Stock, either directly or through the broker-dealer who executes the sale of your shares of Common Stock. The Company is obligated to notify you in the event that it suspends trading under the Registration Statement in accordance with the SEC terms of the Securities Purchase Agreement between the Company and you. During the period that the Registration Statement remains effective and trading thereunder has not been suspended, you will be permitted to sell your shares of Common Stock which are included in the Prospectus under the Exchange ActRegistration Statement. Upon a sale of any shares of Common Stock under the Registration Statement, you or your broker will be required to securities analysts deliver to the Company’s Transfer Agent, Continental Stock Transfer & Trust Company, (1) your restricted stock certificate(s) representing the shares of Common Stock, (2) instructions for transfer of the shares of Common Stock sold, and institutional investors (3) a representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the form of Exhibit A attached hereto (the “Certificate of Subsequent Sale”). The Representation Letter confirms that the shares of Common Stock have been sold pursuant to the Registration Statement and in press interviews; (ii) by AquaMed after a manner described under the Distribution which AquaMed deems appropriate caption “Plan of Distribution” in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act Prospectus and that offers its such sale was made in accordance with all applicable securities from time to time in public offerings and private placements under the Securities Actlaws, including the prospectus delivery requirements, if and to the extent applicable. Please note that you are under no obligation to sell your shares of Common Stock during the registration period. However, if you do decide to sell, you must comply with the requirements described in registration statements, prospectuses, private placement memoranda this letter or otherwise applicable to such sale. Your failure to do so may result in liability under the Securities Act of 1933, as amended, and reports filed the Securities Exchange Act of 1934, as amended. Please remember that all sales of your shares of Common Stock must be carried out in the manner set forth under the caption “Plan of Distribution” in the Prospectus if you sell under the Registration Statement. The Company may require an opinion of counsel reasonably satisfactory to the Company if you choose another method of sale. You should consult with your own legal advisor(s) on an ongoing basis to ensure your compliance with the SEC relevant securities laws and regulations. In order to maintain the accuracy of the Prospectus, you must notify the undersigned upon the sale, gift, or other transfer of any shares of Common Stock by you, including the number of shares of Common Stock being transferred, and in the event of any other change in the information regarding you which is contained in the Prospectus. For example, you must notify the undersigned if you enter into any arrangement with a broker-dealer for the sale of shares of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer. Depending on the circumstances, such transactions may require the filing of a supplement to the prospectus in order to update the information set forth under the Exchange Actcaption “Plan of Distribution” in the Prospectus. Should you need any additional copies of the Prospectus, or if you have any questions concerning the foregoing, please write to securities analysts me at Power Efficiency Corporation, 0000 Xxxxxx Xxxxxx Parkway, Suite 460, Las Vegas, NV 89169. Thank you. Sincerely, Chief Executive Officer Exhibit A CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer and institutional investors and in press interviews; or Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 RE: Sale of Shares Common Stock and/or Warrants of Power Efficiency Corporation (iiithe “Company”) pursuant to the Company’s Prospectus dated , 2006 (the “Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, in connection with any dispute between the Parties regarding this Agreement sale of shares of Common Stock or any Ancillary Agreement or Warrants of the transactions contemplated thereby.Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares and/or warrants pursuant to the Prospectus and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, including, without limitation, if and to the extent applicable, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): Record Holder (e.g., if held in name of nominee): Restricted Stock Certificate No.(s): Number of Shares of Common Stock Sold: Restricted Warrant No.(s): Number of Warrants Sold: Date of Sale: In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder [and BEARING A RESTRICTIVE LEGEND]. Further, you should place a stop transfer on your records with regard to such certificate. Dated: Very truly yours, By: Print Name: Title:

Publicity. Each of AquaMed and Alliqua may issue an The initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement shall be a joint release and, thereafter, none of the Purchaser, the Parent, the Parent Guarantor or the Subject Companies or any of their respective Affiliates will disseminate any press release or other public disclosure related to this Agreement or transactions contemplated hereby, without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayedParent and the Purchaser; provided, that the foregoing limitations nothing in this Section 6.1 shall not apply be deemed to prohibit any party from making any disclosure that its legal counsel deems required by Law or the rules or regulations of any information concerning this Agreementapplicable securities exchange or Governmental Body to which any of the parties hereto or any of their respective Affiliates is subject or submits, wherever situated, in which case the Person required to make the disclosure shall, to the extent not prohibited by Law, provide prior written notice of such disclosure to each other party and, if in the form of a press release or other public announcement, use its commercially reasonable efforts to allow each other party reasonable time to comment on such release or announcement in advance of such issuance; provided, further, that each of the Purchaser, the DistributionParent, the Parent Guarantor and the Subject Companies and their respective Affiliates may make any public statement in response to specific questions by the press, or to analysts, investors or those attending industry conferences or in financial analyst conference calls, in each case, without obtaining the consent of or consulting with the other parties hereto, so long as any such statements are not inconsistent with, beyond the scope of, or more expansive in detail of, previous press releases, public disclosures or public statements made jointly by the Purchaser and the Parent or their respective Affiliates or of disclosures made by the Parent Guarantor in its public filings with the Securities and Exchange Commission in accordance with this Section 6.1. Notwithstanding anything contained in this Section 6.1, following the issuance of the initial press release contemplated by the first sentence of this Section 6.1, the Parent Guarantor shall be entitled to conduct a customary investor call to discuss the transactions contemplated by this Agreement: Agreement with such content as the Parent Guarantor shall reasonably deem appropriate; provided that the Parent uses commercially reasonable efforts to allow the Purchaser reasonable time to comment on the script and any slides or other materials to be used in connection with such investor call and will consider such comments in good faith; and, provided further that, (i) by Alliqua which Alliqua deems appropriate the Parent may make any public statement during such investor call in its reasonable judgmentresponse to specific questions so long as any such statements are not materially inconsistent with, or materially more expansive in light of its status as a company having reporting obligations under Section 13 of the Exchange Act detail than, such script, slides or other materials referred to above and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate Parent may make public statements subsequent to such investor call regarding such matters so long as such statements are not materially inconsistent with, or materially more expansive in its reasonable judgmentdetail than, in light of its status as a company having reporting obligations under Section 13 the information made public during such investor call. None of the Exchange Act foregoing in this Section 6.1 shall otherwise limit the Purchaser’s efforts and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) actions in connection with any dispute between obtaining the Parties regarding Financing as contemplated and permitted by this Agreement or any Ancillary Agreement or the transactions contemplated therebyAgreement.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may issue an initial not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the assets of such Party or any merger or consolidation involving such Party; provided that ImmunoGen shall not disclose the identity of the Licensed Target under this clause (b) and ImmunoGen shall not disclose the amount of the Upfront Fee, the specific milestone events, the milestone payments (individually or in the aggregate), or the royalty rates set forth in Section 5 hereof (except to the extent any of the foregoing have been previously disclosed as otherwise permitted under this Agreement) under clause (b)(ii) above; and provided, further that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement, the Parties shall mutually agree to a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementAgreement and, once such press release is approved for disclosure by both Parties, either Party may make subsequent and repeated public disclosure of the Distribution, or any contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed; providedprovided that notwithstanding the foregoing, that the foregoing limitations (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; and (B) Novartis shall not apply be permitted to any publish such material in scientific journals or present such material at scientific conferences in accordance with Section 6.3 hereof. Either Party may make subsequent and repeated disclosure of the contents of any information concerning this Agreement, disclosures permitted by the Distribution, or preceding sentence without the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 prior written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother Party.

Publicity. Each of AquaMed and Alliqua may issue an initial press Except as set forth below in this Section 9.2, no public release or announcement concerning this Agreement or the transactions contemplated hereby shall be made without advance written approval thereof from Purchaser and the Distribution that is approved Sellers’ Representative (which, after the Closing, shall not be unreasonably withheld). Purchaser and the Sellers’ Representative shall cooperate in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise other public announcement concerning this 47 Agreement or the transactions contemplated hereby. Purchaser and the Sellers’ Representative shall each furnish to the other drafts of all such press releases or announcements prior to their release. Nothing contained in this Section 9.2 shall prevent (a) any party hereto from at any time furnishing any information to any Authority or from making any public statements or filings with respect to this Agreementdisclosures required under applicable Law, including the DistributionSecurities Exchange Act, or under the rules and regulations of any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distributionnational securities exchange on which such party’s equity securities, or the equity securities of such party’s ultimate parent entity, are listed; (b) subject to Section 7.5, any party hereto from furnishing any information concerning the transactions contemplated hereby to such party’s equity owners, Affiliates or other Representatives who have a need to know such information; (c) Sellers and/or the Sellers’ Representative from communicating with other potential acquirers of the Companies that a definitive agreement has been entered into so long as the identity of Purchaser and specific terms of this Agreement are not disclosed; or (d) Sellers and/or the Sellers’ Representative or Purchaser from communicating with Persons from whom consent or approval is required for the transactions contemplated by this Agreement without to be completed so long as the prior written consent specific terms of this Agreement are not disclosed. For the otheravoidance of doubt, which consent the parties anticipate submitting publicly available applications to DOT to obtain the DOT Conditional Approvals, and the filing of such public applications shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure deemed a breach of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated thereby9.2.

Publicity. Each Buyer and Seller, for the benefit of AquaMed and Alliqua may issue an initial press release concerning this Agreement each other, hereby agree that between the Original Effective Date and the Distribution that is approved in advance by such other Party. ThereafterClose of Escrow, Alliqua and AquaMed shall consult with each other before issuing they will not release or cause or permit to be released any press release notices, publicity (oral or written) or advertising promotion relating to, or otherwise making publicly announce or disclose or cause or permit to be publicly announced or disclosed, in any public statements or filings with respect to this Agreementmanner whatsoever, the Distributionterms, conditions or any substance of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Restated Agreement or the transactions contemplated therebyherein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Restated Agreement, subject to the terms of Section 25.1, with any of its attorneys, accountants, professional consultants or advisors, rating agencies, or potential lenders or co-investors, as the case may be, or prevent either party hereto from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or prevent either party from pursuing its rights under this Restated Agreement in a judicial or arbitration proceeding, but, in all cases, subject to the terms of this Section. After Close of Escrow, neither party shall publicly disseminate the terms and conditions of this Restated Agreement to the extent the same are not a matter of public record, and except as may be necessary to comply with applicable laws, including without limitation governmental regulatory, disclosure, tax, or reporting requirements, or to pursue its rights under this Restated Agreement in a legal or quasi-legal proceeding, provided, however, that each party may disclose the Closing of the transaction without disclosing the economics of the transaction or the other party (including any Buyer Party) to this Restated Agreement. If the indirect parent of Seller determines that the filing of a Form 8-K or making other public disclosure is required in connection with the transaction contemplated by this Restated Agreement pursuant to the Securities Exchange Act of 1934, as amended, and/or the Securities Act of 1933, as amended, whether before or after Closing, Buyer agrees that such filing and disclosure shall constitute Seller’s disclosure in compliance with law and shall supersede any other provisions of this Restated Agreement. Before Closing, any Form 8-K filing by CMCT shall be on the form of Form 8-K attached hereto as Exhibit K or other form reasonably approved by Buyer. After Closing, any Form 8-K or other securities filing by CMCT may attach a copy of this Restated Agreement. Before either party makes a public announcement or disclosure (other than such Form 8-K filing or other securities filing) in connection with the transaction contemplated by this Restated Agreement, the party desiring to make such disclosure shall (a) provide the other party with a copy of the proposed disclosure at least five (5) days prior to making such disclosure and (b) cooperate in good faith to make such disclosure reasonably acceptable to the other party; provided, however, that no Seller shall use or reference the name of any direct or indirect owner of Buyer in any such disclosure (but without limiting Seller’s right to file a Form 8-K or other securities filings after Closing, which will have an unredacted copy of this Restated Agreement and any amendments attached), without Buyer’s prior written consent.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement The Company and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed Investors shall consult with each other before in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release or otherwise making make any such public statements or filings statement without the prior consent of the Company, with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make of any public statement or filing relating to this AgreementInvestor, the Distribution, or the other transactions contemplated by this Agreement and without the prior written consent of a majority in interest of the otherInvestors, with respect to any press release of the Company, which consent shall not unreasonably be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any except if such disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated is required by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentlaw, in light which case the disclosing party shall, to the extent not inconsistent with the disclosing party’s legal obligations, promptly provide the other party with prior notice of its status as such public statement or communication. Power Efficiency Corporation , 200 Re: Power Efficiency Corporation; Registration Statement Dear Selling Stockholder: Enclosed please find five (5) copies of a company having reporting obligations under Section 13 prospectus dated , (the “Prospectus”) for your use in reselling your shares of common stock, par value $0.001 per share (the Exchange Act and that offers its securities from time to time in public offerings and private placements “Shares”), of Power Efficiency Corporation (the “Company”), under the Company’s Registration Statement on Form S— (Registration No. 333- ) (the “Registration Statement”), which has been declared effective by the Securities Actand Exchange Commission. As a selling stockholder under the Registration Statement, including in registration statements, prospectuses, private placement memoranda you may have an obligation to comply with the Prospectus delivery requirements under the Securities Act and reports filed of 1933, as amended for each purchaser of your shares of Common Stock, either directly or through the broker-dealer who executes the sale of your shares of Common Stock. The Company is obligated to notify you in the event that it suspends trading under the Registration Statement in accordance with the SEC terms of the Securities Purchase Agreement between the Company and you. During the period that the Registration Statement remains effective and trading thereunder has not been suspended, you will be permitted to sell your shares of Common Stock which are included in the Prospectus under the Exchange ActRegistration Statement. Upon a sale of any shares of Common Stock under the Registration Statement, you or your broker will be required to securities analysts deliver to the Company’s Transfer Agent, Continental Stock Transfer & Trust Company, (1) your restricted stock certificate(s) representing the shares of Common Stock, (2) instructions for transfer of the shares of Common Stock sold, and institutional investors (3) a representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the form of Exhibit A attached hereto (the “Certificate of Subsequent Sale”). The Representation Letter confirms that the shares of Common Stock have been sold pursuant to the Registration Statement and in press interviews; (ii) by AquaMed after a manner described under the Distribution which AquaMed deems appropriate caption “Plan of Distribution” in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act Prospectus and that offers its such sale was made in accordance with all applicable securities from time to time in public offerings and private placements under the Securities Actlaws, including the prospectus delivery requirements, if and to the extent applicable. Please note that you are under no obligation to sell your shares of Common Stock during the registration period. However, if you do decide to sell, you must comply with the requirements described in registration statements, prospectuses, private placement memoranda this letter or otherwise applicable to such sale. Your failure to do so may result in liability under the Securities Act of 1933, as amended, and reports filed the Securities Exchange Act of 1934, as amended. Please remember that all sales of your shares of Common Stock must be carried out in the manner set forth under the caption “Plan of Distribution” in the Prospectus if you sell under the Registration Statement. The Company may require an opinion of counsel reasonably satisfactory to the Company if you choose another method of sale. You should consult with your own legal advisor(s) on an ongoing basis to ensure your compliance with the SEC relevant securities laws and regulations. In order to maintain the accuracy of the Prospectus, you must notify the undersigned upon the sale, gift, or other transfer of any shares of Common Stock by you, including the number of shares of Common Stock being transferred, and in the event of any other change in the information regarding you which is contained in the Prospectus. For example, you must notify the undersigned if you enter into any arrangement with a broker-dealer for the sale of shares of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker-dealer. Depending on the circumstances, such transactions may require the filing of a supplement to the prospectus in order to update the information set forth under the Exchange Actcaption “Plan of Distribution” in the Prospectus. Should you need any additional copies of the Prospectus, or if you have any questions concerning the foregoing, please write to securities analysts me at Power Efficiency Corporation, 0000 Xxxxxx Xxxxxx Parkway, Suite 460, Las Vegas, NV 89169. Thank you. Sincerely, Chief Executive Officer Exhibit A CERTIFICATE OF SUBSEQUENT SALE Continental Stock Transfer and institutional investors and in press interviews; or Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, XX 00000 RE: Sale of Shares Common Stock and/or Warrants of Power Efficiency Corporation (iiithe “Company”) pursuant to the Company’s Prospectus dated , 2006 (the “Prospectus”) Dear Sir/Madam: The undersigned hereby certifies, in connection with any dispute between the Parties regarding this Agreement sale of shares of Common Stock or any Ancillary Agreement or Warrants of the transactions contemplated thereby.Company included in the table of Selling Stockholders in the Prospectus, that the undersigned has sold the shares and/or warrants pursuant to the Prospectus and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale complies with all securities laws applicable to the undersigned, including, without limitation, if and to the extent applicable, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Stockholder (the beneficial owner): _________________________________________________________________ Record Holder (e.g., if held in name of nominee): ____________________________________________________________ Restricted Stock Certificate No.(s): ________________________________________________________________________ Number of Shares of Common Stock Sold: __________________________________________________________________ Restricted Warrant No.(s): _______________________________________________________________________________ Number of Warrants Sold: _______________________________________________________________________________ Date of Sale: __________________________________________________________________________________________ In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder [and BEARING A RESTRICTIVE LEGEND]. Further, you should place a stop transfer on your records with regard to such certificate. Dated: _____________________________________ Very truly yours, By: Print Name: Title:

Publicity. Each Except as may be required to comply with the requirements of AquaMed and Alliqua may issue an initial press release concerning this Agreement and any applicable Law, in each case, in the Distribution that is approved in advance by reasonable opinion of counsel to such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not no Party will issue any press release or make other public announcement relating to the subject matter of this Agreement or the transactions contemplated hereby without the prior approval (which approval will not be unreasonably withheld or delayed) of (a) with respect to such releases or announcements by Buyer or the Company, the Seller Representative and Buyer, (b) with respect to such releases or announcements by Buyer or the Company that refer to or include Scottish Enterprise (from and after the Closing Date), the Seller Representative, Buyer and Scottish Enterprise, or (c) with respect to such releases or announcements by any public statement Seller, such Seller, Seller Representative and Buyer; provided, however, that, after the Closing, (i) the Company’s brokers shall be entitled to issue a “tombstone” or filing relating similar advertisement without obtaining such prior approval, so long as such “tombstone” or similar advertisement does not refer to the consideration paid or payable pursuant to this Agreement, (ii) in connection with any press release or public announcement required by Law, Buyer and the DistributionSeller Representative shall, to the extent possible, have the right to review and comment on such public announcement prior to its publication, (iii) except as required by Law, the aggregate Shareholder Consideration shall not be included in any press release or other public announcement issued or made by a Party, and (iv) the foregoing shall not prohibit any Party from making any press release or other public announcement that contains no more information than has already been disclosed pursuant to a press release or other public announcement issued pursuant to this Section 7.1. Notwithstanding the foregoing, each of Scottish Enterprise and Energy Ventures may disclose the terms of the transactions contemplated by this Agreement without to its current or prospective Affiliates, partners, members, stockholders, general partners, and current or prospective limited partners or funding sources as reasonably necessary. For the prior written consent avoidance of doubt, each Party may disclose the otherterms of this Agreement to its attorneys, which consent shall not be unreasonably withheldaccountants, conditioned or delayed; providedconsultants, that and other professionals to the foregoing limitations shall not apply extent reasonably necessary to any disclosure of any information concerning this Agreement, the Distribution, or obtain their services in connection with the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyto otherwise comply with applicable Law.

Publicity. Each Buyer and Seller, for the benefit of AquaMed and Alliqua may issue an initial press release concerning this Agreement each other, hereby agree that between the date hereof and the Distribution that is approved in advance by such other Party. ThereafterClose of Escrow, Alliqua and AquaMed shall consult with each other before issuing they will not release or cause or permit to be released any press release notices, publicity (oral or written) or advertising promotion relating to, or otherwise making publicly announce or disclose or cause or permit to be publicly announced or disclosed, in any public statements or filings with respect to this Agreementmanner whatsoever, the Distributionterms, conditions or any substance of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyherein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 25.1, with any of its attorneys, accountants, professional consultants or advisors, rating agencies, or potential lenders or co-investors, as the case may be, or prevent either party hereto from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or prevent either party from pursuing its rights under this Agreement in a judicial or arbitration proceeding. After Close of Escrow, neither party shall publicly disseminate the terms and conditions of this Agreement to the extent the same are not a matter of public record, and except as may be necessary to comply with applicable laws, including without limitation governmental regulatory, disclosure, tax, or reporting requirements, or to pursue its rights under this Agreement in a legal or quasi-legal proceeding, provided that each party may disclose the Closing of the transaction without disclosing the Purchase Price or the other party to this Agreement. If the indirect parent of Seller or direct or indirect parent of Buyer determines that the filing of a Form 8-K or making other public disclosure is required in connection with the transaction contemplated by this Agreement pursuant to the Securities Exchange Act of 1934, as amended, and/or the Securities Act of 1933, as amended, whether before or after Closing, Buyer and Seller agree that such filing and disclosure (including attaching the Agreement as an exhibit in any securities filing) shall constitute Seller’s and Buyer’s, as applicable, disclosure in compliance with law and shall supersede any contrary provisions of this Agreement.

Publicity. Each of AquaMed Plaintiff and Alliqua may issue an initial press release concerning this Agreement Class Counsel agree to maintain as confidential and not to disclose the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementSettlement amounts, the Distributionterms of the Agreement, or any of the issues discussed during settlement negotiations or the amounts provided therein until the date of the filing of the motion for the Preliminary Approval Order. After the Preliminary Approval Order has been issued, Plaintiff and Class Counsel agree not to publicize the Settlement or issue any press releases or engage in any contact with the press or other transactions contemplated media concerning this Settlement or the underlying Action. Plaintiff and Class Counsel agree that, other than with respect to Court submissions in the Action and providing Class Notices as provided for in the Agreement, they will not disclose or publish to non-parties (other than Settlement Class members) the fact of the Settlement or its terms in any way that would identify Tuesday Morning (and will only refer to Tuesday Morning generically as a “retail industry employer”) or the facts in the underlying Action in any tangible form (including but not limited to materials related to marketing, seminars, speeches or presentations), or any intangible form such as on websites, blogs, social media, email or other servers or the internet. Notwithstanding the foregoing, the Parties agree that Class Counsel may refer to the Settlement to a court in a declaration for purposes of showing adequacy of counsel in subsequent class representations, but in doing so may only refer to the Settlement by providing the name of the court and the case number of the Action, and may not mention the name of Defendant except by referring generically to a “retail industry employer”. Plaintiff and Class Counsel acknowledge that this section XXIII is a material term of this Agreement, but AquaMed and a violation of this section XXIII will, to the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating extent allowed by law, permit Tuesday Morning to this Agreement, the Distribution, or the other transactions contemplated by xxx for breach of this Agreement without in which it may seek any available remedy, and Plaintiff and Class Counsel agree that, in any lawsuit brought by Tuesday Morning for injunctive relief for any breach of this section XXIII, Plaintiff and Class Counsel shall concede the prior written consent element of irreparable harm. Plaintiff and Class Counsel are hereby notified, in accordance with the otherDefend Trade Secrets Act of 2016, which consent shall not be unreasonably withheld18 U.S.C. § 1833(b), conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreementthat: (i) by Alliqua which Alliqua deems appropriate an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in its reasonable judgmentconfidence to a federal, in light state, or local government official, or to an attorney, solely for the purpose of its status as reporting or investigating a company having reporting obligations under Section 13 suspected violation of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewslaw; (ii) by AquaMed after an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the Distribution which AquaMed deems appropriate disclosure of a trade secret that is made in its reasonable judgmenta complaint or other document filed in a lawsuit or other proceeding, in light of its status as a company having reporting obligations if such filing is made under Section 13 of the Exchange Act seal; and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in connection with the court proceeding, if the individual files any dispute between document containing the Parties regarding this Agreement or any Ancillary Agreement or trade secret under seal and does not disclose the transactions contemplated therebytrade secret except pursuant to court order.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement At all times prior to the Closing Date, the Company and the Distribution that is approved other Debtors shall not, and shall cause each of their Subsidiaries to not, (a) use the name of any Plan Sponsor in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release without such Plan Sponsor’s prior written consent or otherwise making (b) disclose to any public statements or filings with respect person, other than legal, accounting, financial and other advisors to this Agreementthe Company, the Distributionother Debtors, or their Subsidiaries, the principal amount or percentage of Votable Claims, Additional Claims, DIP Loan Claims, or any other claims held by any Plan Sponsor or any of its respective subsidiaries or affiliates, except to the extent such Claims and the information in such disclosure related thereto that is prohibited by this sentence have otherwise been publicly disclosed (including through any filing made pursuant to Rule 2019 of the Bankruptcy Rules); provided, however, that the Company, the other Debtors, and their Subsidiaries shall be permitted to disclose at any time the aggregate principal amount of, and aggregate percentage of, the Prepetition Senior Secured Note Claims and DIP Loan Claims held by the Plan Sponsors as a group. Notwithstanding the foregoing, the Plan Sponsors hereby consent to the disclosure by the Company, the other Debtors, and their Subsidiaries in the Plan-Related Documents or the Plan, as applicable, or as otherwise required by Law or regulation, of the execution, terms and contents of this Agreement (but not the signature pages, Schedule 1, Schedule 2, Schedule 3-A, Schedule 3-B or Schedule 5 hereto or any information set forth thereon which information, unless otherwise required by the Bankruptcy Court or the Canadian Court or applicable Law, will be redacted to the extent this Agreement is filed or the docket maintained in the Chapter 11 Proceedings or otherwise made publicly available). Notwithstanding the foregoing, the Company and the other Debtors will, and will cause their Subsidiaries to, submit to Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, on behalf of the Plan Sponsors, all press releases, public filings, public announcements or other communications with any news media, in each case, to be made by the Company, the other Debtors, and their Subsidiaries relating to this Agreement or the transactions contemplated hereby and any amendments thereof for review, consultation and prior approval by Akin Gump Xxxxxxx Xxxxx & Xxxx LLP on behalf of the Requisite Plan Sponsors. The Company, the other Debtors, and their Subsidiaries will submit to the Requisite Plan Sponsors in advance all communications with dealers, customers and employees relating to the transactions contemplated by this Agreement, but AquaMed and will take the Alliqua Group Members each shall not issue Requisite Plan Sponsors’ views with respect to such communications into account. The Plan Sponsors will submit to counsel for the Company, the other Debtors, and their Subsidiaries all press releases, public filings, public announcements or other communications with any press release or make any public statement or filing news media relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby and any amendments thereof for review, consultation and prior approval by the Company. The Plan Sponsors shall not use the name of the Company, the other Debtors, and their Subsidiaries in any press release without the Company’s prior written consent. Nothing contained herein shall be deemed to waive, amend or modify the terms of any confidentiality or non-disclosure agreement between of the Company, the other Debtors, and their Subsidiaries and any Plan Sponsor, including the confidentiality and non-disclosure provisions contained in the Prepetition Debt Documents and the DIP Loan Debt Documents.

Publicity. Each of AquaMed and Alliqua The Parties have agreed that Aveo may issue an initial the press release concerning set forth in Exhibit G for the initial public announcement of the execution of this Agreement. Kirin may issue its own press release to announce the execution of this Agreement and the Distribution (in Japanese or another language), provided that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release does not disclose more information about this Agreement than is disclosed in Aveo’s press release. Any other publication, news release or otherwise making any other public statements announcement regarding the execution or filings with respect to terms of this Agreement, the Distribution, or any of the other transactions contemplated shall first be reviewed and approved by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherboth Parties, which consent approval shall not be unreasonably withheld, conditioned or delayed; provided. In addition, each Party shall use good faith efforts to notify the other Party in advance of any significant public announcement regarding Licensed Products’ performance and achievements hereunder. In case of any disclosure that is required by law as reasonably advised by the foregoing limitations disclosing Party’s counsel, such Party will provide the other Party with prompt notice of the required disclosure, such other Party shall not apply be entitled to any withhold consent, but the Parties shall find a mutually acceptable manner in which to make the disclosure. Permission to repeat information that has already been publicly disclosed shall not be required. The terms of this Agreement shall be treated as Confidential Information of both Parties. Such terms may be disclosed by a Party to individuals or entities covered by Section 7.2(e)(i) (but not Section 7.2(e)(ii)) above, each of whom prior to disclosure must be bound by similar obligations of any information concerning confidentiality and non-use substantially equivalent in scope to those set forth in this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 Article 7. Disclosure of the Exchange Act terms of this Agreement (but not other Confidential Information received from the other Party) may also be made, to actual or potential bankers, lenders and that offers its securities from investors of the disclosing Party, who are bound to obligations of confidentiality and non-use substantially equivalent in scope to those set forth in this Article 7. In addition, if at any time a Party is legally required to time in public offerings and private placements under file a copy of this Agreement with the Securities Act, including and Exchange Commission (or its counterpart in registration statements, prospectuses, private placement memoranda under any country other than the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iiiU.S.) in connection with any dispute between public offering of such Party’s securities or regular reporting obligations as a public company (if and when such Party becomes public), such Party shall attempt to obtain confidential treatment of economic and trade secret information for which such treatment is reasonably available in accordance with applicable laws and regulations and SEC practice. To that end, the Parties regarding this filing Party shall, at least thirty (30) days in advance of any such filing, provide the other Party with a draft set of redactions to the Agreement or any Ancillary Agreement or for which confidential treatment will be sought, and incorporate such other Party’s comments as to additional terms it would like to see redacted, and seek confidential treatment for such additional terms (except only in the transactions contemplated therebylimited circumstances where confidential treatment is manifestly unavailable).

Publicity. Each of AquaMed Except as otherwise required by applicable law or regulation, and Alliqua may only after compliance with this Section 9.5, neither Party shall issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any a press release or make any public statement other disclosure of the existence of or filing relating to the terms of this Agreement, or otherwise use the Distribution, name or trademarks or products of the other Party or the other transactions contemplated by this Agreement names of any employee thereof, without the prior written consent approval of such press release or disclosure by the other Party. However if, in the reasonable opinion of such Party’s counsel, a public disclosure shall be required by applicable law, regulation, or court order, including without limitation In a filing with the United States or Europe Securities and Exchange Commission or the United States Food and Drug Administration or the European Medicines Agency, the disclosing Party shall provide copies of the otherdisclosure reasonably in advance of such filing or other disclosure for the non-disclosing Party’s prior review and comment, which consent and the non-disclosing Party shall not be unreasonably withheld, conditioned or delayed; provided, that provide its comments as soon as practicable. No disclosure permitted by this Section 9.5 shall contain any Confidential Information of the foregoing limitations shall not apply other Party unless otherwise permitted in accordance with the other provisions of this Article 9. Notwithstanding anything to any disclosure of any information concerning the contrary in this AgreementSection 9.5, the Distribution, or the transactions contemplated by this Agreement: Company may freely (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentpublish results, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act data and that offers its securities from time any other information related to time in public offerings and private placements under the Securities Actany Product, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclose the existence and terms of this Agreement or its activities under this Agreement where required, as reasonably determined by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentCompany, in light by applicable Law, by applicable stock exchange regulation or by order or other ruling of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actcompetent court, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) disclose the existence and terms of this Agreement, or its activities under this Agreement, under written obligations of confidentiality to existing and potential agents, advisors, contractors, investors, licensees, sublicensees, collaborators and acquirers. Notwithstanding anything to the contrary in connection with any dispute between this Section 9.5, Selexis may freely (a) disclose the Parties regarding existence and terms of this Agreement or any Ancillary a its activities under this Agreement where required, as reasonably determined by Selexis, by applicable Law, by applicable stock exchange regulation or by order or other ruling of a competent court, or (b) disclose the transactions contemplated therebyexistence and terms of this Agreement, or its activities under this Agreement, under written obligations of confidentiality to existing investors and potential acquirers or their advisors.

Publicity. Each Upon execution of AquaMed and Alliqua may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any Parties shall issue the press release announcing the existence of this Agreement in the other transactions contemplated by this Agreement, but AquaMed form and the Alliqua Group Members each shall substance as set forth in Exhibit 8.9 (Press Release) through a mutually agreed media and at a mutually agreed time. Each Party agrees not to issue any other press release or make any other public statement or filing relating to this Agreement, disclosing the Distribution, or the other transactions contemplated by hereby that contains information not previously publicly disclosed in accordance with this Agreement Section 8.9 (Publicity) without the prior written consent of the other, which consent shall other Party (not to be unreasonably withheld, conditioned delayed, or delayedconditioned) unless otherwise permitted under this Article 8. Notwithstanding the foregoing, any disclosure that is required by Laws (including without limitation 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, that any such required disclosure may not contain the foregoing limitations shall not apply to any other Party’s confidential business or technical information, including without limitation its Confidential Information, unless disclosure of any such information concerning this Agreement, the Distribution, (including Confidential Information) is required by Laws or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentsuch rules or regulations, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between event the Parties will use reasonable efforts to minimize such disclosure and obtain confidential treatment for any such information that is disclosed to a governmental agency. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances but no later than [***] Business Days (unless impracticable) prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any Ancillary such announcement and, * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. except as otherwise required by Laws or such rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party or disclosure of any patentable Invention that the reviewing Party reasonably deems to be inappropriate for disclosure and consider in good faith the reviewing Party’s recommended changes subject to Section 8.3.4 (Authorized Disclosure). Nothing in this Section 8.9 (Publicity) shall be construed to prohibit ONO, FATE or their respective Affiliates or Sublicensees from making a public announcement or disclosure to their respective actual or potential partners, investors, bankers, or acquirors or a public announcement or disclosure regarding the stage of Development of Collaboration Candidates and Collaboration Products or Clinical Trial results with respect thereto as may be required by Laws or such rules or regulations, as reasonably advised by ONO’s (or its Affiliates’ or Sublicensees’) or FATE’s (or its Affiliates’ or Sublicensees’) counsel. Notwithstanding the foregoing, either Party may publicly disclose information related to this Agreement or the transactions contemplated therebyresults of such Party’s activities performed under this Agreement that was previously disclosed in accordance with this Section 8.9 or as otherwise permitted under this Article 8 without obtaining the other Party’s consent. Either Party may issue a full translation of a press release or public announcement to be issued by the other Party or the press release as it is issued by the other Party at the same time or subsequent to such initial disclosure by the other Party.

Publicity. Each of AquaMed AgeX and Alliqua BioTime may issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua BioTime and AquaMed AgeX shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed AgeX and the Alliqua any AgeX Group Members each Member shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherBioTime, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua BioTime which Alliqua BioTime deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed AgeX after the Distribution which AquaMed AgeX deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange ActSEC, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or License Agreement or the transactions contemplated thereby. [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended.

Publicity. Each If the sales of AquaMed and Alliqua may Securities under this Agreement would require the Company to report sales of unregistered securities under Item 3.02 of Form 8-K, then the Company shall (i) no later than the first trading day following the Closing that triggers such filing requirement the Company issue an initial a press release concerning this Agreement and disclosing the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any consummation of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without and (ii) by the prior written consent applicable time for filing reports contained in Form 8-K, file a Current Report on Form 8-K attaching the press release as well as copies of the otherTransaction Documents. The Company will make such other filings and notices in the manner and time required by the SEC. Each Investor, which consent shall severally and not be unreasonably withheldjointly with the other Investors, conditioned covenants that neither it nor any Affiliate acting on its behalf or delayed; provided, that the foregoing limitations shall not apply pursuant to any disclosure understanding with it will execute any purchases or sales, including short sales of any information concerning of the Company’s securities during the period commencing with the execution of this Agreement, the Distribution, or Agreement and ending at such time that the transactions contemplated by this Agreement: Agreement are first publicly announced pursuant to the initial press release as described in this Section 9.7. Each Investor, severally and not jointly with the other Investors, covenants that until such time as the Contemplated Transactions are publicly disclosed by the Company pursuant to the initial press release as described in this Section 9.7, such Investor will maintain the confidentiality of the existence and terms of this transaction and the information included in the Company Disclosure Schedule. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) by Alliqua which Alliqua deems appropriate no Investor makes any representation, warranty or covenant hereby that it will not engage in its reasonable judgment, effecting transactions in light of its status as a company having reporting obligations under Section 13 any securities of the Exchange Act Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in this Section 9.7 and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed no Investor shall have any duty of confidentiality to the Company after the Distribution which AquaMed deems appropriate issuance of the initial press release as described in its reasonable judgmentthis Section 9.7. Notwithstanding the foregoing, in light the case of its status as an Investor that is a company having reporting obligations under Section 13 multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the Exchange Act and investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that offers its securities from time made the investment decision to time in public offerings and private placements under purchase the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding covered by this Agreement or any Ancillary Agreement or the transactions contemplated therebyAgreement.

Publicity. Each of AquaMed and Alliqua may issue an initial Other than the press release concerning to be issued by the Seller following the execution of this Agreement and (in the Distribution that is approved in advance form previously agreed to by such other Party. Thereafterthe parties), Alliqua and AquaMed shall consult with each other before issuing any press release from the date hereof until the final Deferred Closing or otherwise making any public statements or filings with respect to earlier termination of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed Purchaser and the Alliqua Group Members Seller shall not, and each shall cause its Affiliates and its and their representatives not to, issue any press release or make any public statement or filing relating to announcement concerning this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement hereby, without obtaining the prior written consent approval of the otherother party hereto, which consent shall approval will not be unreasonably withheld, conditioned or delayed, unless, in the reasonable judgment of the Purchaser or the Seller, disclosure is otherwise required by applicable Law or the rules of any stock exchange, as applicable; provided that, to the extent required by applicable Law or by the rules of any stock exchange, the party intending to make such release or announcement shall use its commercially reasonable efforts, consistent with such applicable Law, to consult with the other party with respect to the text thereof; provided, further, that no party shall be required to obtain consent pursuant to this Section 5.3 to the foregoing limitations shall not apply extent any proposed release or announcement is consistent with information that has previously been made public without breach of the obligations under this Section 5.3; provided, further, that (A) the Purchaser and the Seller are permitted to any disclosure disclose the consummation of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: Agreement (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentbut not, in light of its status as a company having reporting obligations under Section 13 without the consent of the Exchange Act other party, price terms or the name of such other party) on their websites and that offers otherwise in the ordinary course of their businesses and (B) the Purchaser is permitted to report and disclose the status and terms (including price terms) of this Agreement and the transactions contemplated hereby to its securities from time to time (or its sponsors’) direct or indirect, current and prospective, investors or limited partners if required by the governing documents with those investors or limited partners and otherwise in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light ordinary course of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; their business or (iii) if such report or disclosure is in connection with any dispute between the Parties regarding this Agreement fund raising activities of such Persons, in each case, so long as such investors or any Ancillary Agreement or the transactions contemplated therebylimited partners are subject to written confidentiality obligations with respect to such information.

Publicity. Each The Parties agree to make a joint public release of AquaMed and Alliqua may issue an initial press release concerning the having entered into this Agreement and upon the Distribution that is approved successful completion of Phase I as described in advance Exhibit F. The public release must however not contain any Confidential Information of any kind such as scientific, commercial or financial which both Parties have not agreed to include in writing. No public announcement concerning the existence, terms or subject matter of this Agreement shall be made, either directly or indirectly, by such other any Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, without first obtaining the Distribution, or any prior written approval of the other transactions contemplated by this Agreement, but AquaMed Party and agreement upon the Alliqua Group Members each shall not issue any press release or make any nature and text of such public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, announcement which consent such agreement and approval shall not be unreasonably withheld. Notwithstanding the foregoing, conditioned or delayed; providedif, that in the foregoing limitations shall not apply opinion of legal counsel for the Party desiring to any make such public announcement, such disclosure of any information concerning this Agreementis required under Applicable Law, subject to Section 12.2 (Permitted Disclosure) above, the Distribution, or Party required to make such public announcement shall inform the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 other Parties of the Exchange Act proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be not [***] Certain information in this document has been omitted and that offers its securities from time to time in public offerings and private placements under filed separately with the Securities Actand Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Achaogen, including Inc. less than [***] ([***]) business days (or such shorter period as may be required under Applicable Law) prior to release of such proposed public announcement, and shall provide the other Parties with a written copy thereof in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed order to allow such other Parties to comment upon such public announcement. The Receiving Party shall reasonably cooperate with the SEC under Disclosing Party (at the Exchange Act, Disclosing Party’s expense) with respect to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties all disclosures regarding this Agreement or required under Applicable Law, including requests for confidential treatment of proprietary information of the Disclosing Party included in any Ancillary Agreement or the transactions contemplated therebysuch disclosure.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning 4.3.1 No public announcement related to this Agreement and or the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement herein will be issued without the prior written consent joint approval of the otherSeller and Buyer, which consent approval shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to except in any public disclosure of any information concerning this Agreementwhich either Seller or Buyer, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable good faith judgment, in light believes is required by applicable Law or by any stock exchange on which its securities or those of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities ActAffiliates are listed. If either Party, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable good faith judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with believes any dispute between the Parties additional disclosure regarding this Agreement or any Ancillary Agreement is required by Law, such Party shall consult with the other Party and its Representatives, and consider in good faith any revisions proposed by the other Party or its Representatives, as applicable, prior to making (or prior to any of its Affiliates making) such disclosure, and shall limit such disclosure to only that information which is legally required to be disclosed. Notwithstanding the foregoing, without the approval of the other Party, Buyer and Seller and their respective Affiliates may, following the Execution Date and subject to the other terms and conditions of this Agreement (including Section 4.3.2, Section 4.3.3 and Section 4.4), (a) communicate with Governmental Authorities and (b) make public announcements and engage in public communications regarding this Agreement, the Ancillary Agreements and the transactions contemplated therebyhereby or by the Ancillary Agreements to the extent such announcements or communications are consistent with a communications plan [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. agreed upon by Seller and Buyer or the Parties’ prior public communications made in compliance with this Section 4.3.1.

Publicity. Each of AquaMed and Alliqua may If, at any time during the Term, Amarin (in its sole discretion) desires to issue an initial a press release concerning in connection with this Agreement Agreement, it shall notify Biologix in writing and the Distribution that is approved provide Biologix with a written copy thereof for its reasonable review and comment. Amarin shall consider in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings good faith all reasonable comments received from Biologix with respect to this Agreementsuch press release; provided, that Amarin shall have the Distribution, or any right in its sole discretion to determine the contents of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating such press release. Subject to this Agreementthe foregoing sentence, the Distribution, or the other transactions contemplated by this Agreement neither Party nor its respective Affiliates shall (without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld) make any press release or other public announcement of or otherwise disclose the provisions of this Agreement to any Third Party, conditioned or delayedexcept for: (i) disclosure to those of its directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and Sub-Distributors, whose duties reasonably require them to have access to this Agreement; provided, that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or Sub-Distributors, are required to maintain the foregoing limitations shall not apply to any disclosure confidentiality of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclosures which on the advice of the disclosing Party’s counsel, are required by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentrules and regulations of The NASDAQ Stock Market or any securities exchanges, in light of its status as a company having reporting obligations under Section 13 of which case the Exchange Act and that offers its disclosing Party shall provide the non-disclosing Party with at least sixty (60) hours’ notice, but in any event no later than the time the disclosure required by such NASDAQ Stock Market or any securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewsexchange is made; or (iii) disclosures as may be required by Applicable Laws, in connection which case the disclosing Party shall provide the non-disclosing Party with any dispute between prompt advance notice of such disclosure and cooperate with the Parties regarding non-disclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the United States Securities and Exchange Commission; (iv) the report on Form 8-K, which may be filed by Amarin or an Affiliate of Amarin setting forth the press release referred to in the first sentence above, and/or this Agreement in redacted form (i.e., Redacted Agreement) as provided in Section 16.7 and/or a summary thereof; (v) disclosures that are consistent with or complementary to those described in clause (iv) but which do not contain any Ancillary Agreement or Confidential Information of the transactions contemplated therebyother Party; and (vi) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to the preceding requirements of this Section 16.6 any information that was previously publicly disclosed pursuant to this Section 16.6, so long as the context of such disclosure is substantially similar to the context in which the initial disclosure was made.

Publicity. Each Supplier acknowledges and agrees that it shall not use or display any XXXXXXXXX patent, trademark, service mark, trade name, copyright or other tangible or intangible intellectual property right of AquaMed XXXXXXXXX and Alliqua may issue an initial XXXXXXXXX has not granted any license to use any of the same without Xxxxxxxxx’x prior written approval. Supplier agrees not to release any publicity of any kind (including but not limited to, press release concerning releases, articles, brochures, advertising, promotional pieces, and speeches) related to this Agreement and and/or the Distribution products or services that Supplier is approved in advance performing for XXXXXXXXX under this Agreement unless Supplier obtains Xxxxxxxxx’x prior written approval. Except as set forth herein, this Agreement does not constitute or imply any promise or intention by such other Party. ThereafterXXXXXXXXX to make any purchase of products, Alliqua and AquaMed shall consult with each other before issuing features, or services, or constitute or imply any press release promise, intention, or otherwise making any public statements or filings commitment by XXXXXXXXX with respect to the present or future marketing, sale or pricing of the products and/or services. SUBCONTRACTORS Supplier guarantees to make all payments to any subcontractors it uses and waives any mechanic’s or contractor or similar liens related to XXXXXXXXX and that its contracts with subcontractors similarly waive any such liens. Subcontractors must be insured. Proof of insurance may be requested at any time by XXXXXXXXX. Supplier’s subcontractors are not to contact XXXXXXXXX in regard to any payment involving services rendered at any XXXXXXXXX location. Supplier guarantees that its subcontractors will comply with the terms and conditions of the Contract, and Supplier guarantees that its subcontractors will fulfill the applicable obligations imposed on Supplier to the extent that is applicable. Supplier will not subcontract any of its rights or obligations under this Contract, with respect to the Services, except where the subcontractor agrees to 1) comply with the applicable obligations identical to those imposed on Supplier under this Contract; and 2) discontinue performance of the Services upon notice from Supplier or XXXXXXXXX of the termination or expiration of this Agreement. Supplier will indemnify, defend and hold XXXXXXXXX harmless for all claims, liabilities, damages and/or costs of any kind, including without limitation, those incurred by XXXXXXXXX or its affiliates or against XXXXXXXXX or its affiliates, arising out of (a) the Distribution, subcontractor’s failure to fulfill the applicable obligations imposed on Supplier by this Contract; and (b) any claim or action by such subcontractor that is related to the alteration or termination of any relationship between the subcontractor and Supplier. Neither XXXXXXXXX nor any of its affiliates, licensors, and/or customers will have any liability to Supplier or its subcontractor(s) in the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent event of the other, which consent shall not be unreasonably withheld, conditioned alteration or delayed; provided, that the foregoing limitations shall not apply to any disclosure termination of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in such relationship between Supplier and its reasonable judgment, in light subcontractor(s). Supplier will indemnify and hold harmless XXXXXXXXX and any of its status as a company having reporting obligations under Section 13 of the Exchange Act affiliates, licensors, and/or customers against any and that offers its securities from time to time in public offerings and private placements under the Securities Actall claims, including in registration statementscosts, prospectusesliability, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Actdamages, to securities analysts and institutional investors and in press interviews; (ii) expenses or proceedings brought against or incurred by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) XXXXXXXXX in connection with the alteration or termination of any dispute between such relationship to which Supplier is a party. Supplier agrees that it will diligently and timely enforce all rights against or obligations of any subcontractor(s) in order to enforce compliance with the Parties regarding terms of this Agreement or any Ancillary Agreement or and/or to otherwise cure a subcontractor breach. Supplier agrees to make all payments to the transactions contemplated therebysubcontractor(s) for services performed for which the subcontractor(s) was hired.

Publicity. Each The Parties agree that the joint public announcement of AquaMed and Alliqua may issue an initial the execution of this Agreement shall be substantially in the form of the press release concerning attached as Schedule 12.2 hereto and shall cooperate in the issuance thereof as soon as practicable after the execution of this Agreement unless otherwise agreed by the Parties. In addition, each Party shall be permitted to issue press releases on each of the following events with respect to the Lead Product and each Additional Product, in each case for each Indication: (a) the Distribution filing of an IND, (b) the commencement of Phase II Clinical Trials, (c) the completion of Phase II Clinical Trials, (d) the commencement of Phase III Clinical Trials, (e) the completion of Phase III Clinical Trials and (e) the filing of a BLA (or the foreign equivalent thereof); provided that is approved in advance by such the other Party. Thereafter, Alliqua and AquaMed ’s prior written consent shall consult with each other before issuing be required for any such press release not required by Applicable Law (such consent not to be unreasonably withheld or delayed for any press release relating to the commencement of Phase III Clinical Trials or, if the event in question has been publicly disclosed (e.g., through listing of a Phase II Clinical Trial on a website where both Parties agreed to list same)); provided further, that (i) such Party shall provide the other Party a reasonable opportunity (in any event not less than three (3) Business Days) to comment on the proposed disclosure, (ii) such Party shall comply with any reasonable request of the other Party to delay the release of such press release for a period of up to two (2) Business Days, except to the extent such delay would result in a violation of Applicable Law by such Party, (iii) such Party shall comply with any reasonable request by the other Party relating to the content of such press release, except to the extent such compliance would result in a violation of Applicable Law by such Party and (iv) such press release shall not contain any misstatement of a material fact, or otherwise making any omit to state a material fact that is necessary to make the statements contained therein not misleading. The Parties recognize that each Party may from time to time desire to issue additional press releases and make other public statements or filings with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing disclosures relating to this Agreement, and hereby agree that such publication shall be permitted without the Distributionother Party’s consent, to the extent that such additional releases or statements do not contain information beyond that included in the press release attached as Schedule 12.2 or in subsequent press releases permitted by this Agreement. Any publication, news release or other public announcement, other than press releases issued in accordance with the second sentence of this Section 12.2 relating to this Agreement or to the performance hereunder, shall first be reviewed and approved by both Parties; provided, however, that any disclosure which is required by Applicable Law or the other transactions contemplated rules of a securities exchange, as reasonably advised by this Agreement the disclosing Party’s counsel, may be made without the prior written consent of the otherother Party, which consent although the other Party shall be given prompt notice of any such legally required disclosure and to the extent practicable shall provide the other Party an opportunity to comment on the proposed disclosure. Notwithstanding the foregoing, in the event Medarex discovers an agonist to the Target in connection with its Development activities hereunder, Medarex shall not publish or otherwise announce such discovery without the prior consent of BMS, not to be unreasonably withheld, conditioned withheld or delayed; provided, however, that Medarex shall have the foregoing limitations right to file Patent applications with respect to any such discoveries without the consent of BMS, and the publication of any such Patent shall not apply be deemed to any disclosure be a breach of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebysentence.

Publicity. (a) Each Party may, but is not obligated to, make a public announcement of AquaMed and Alliqua may issue an initial press release concerning the execution of this Agreement and in the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect form attached as Exhibit F to this Agreement, which shall be issued at a time to be mutually agreed by the Distribution, or any of the other transactions contemplated by this AgreementParties, but AquaMed and no later than [***] after the Alliqua Group Members Execution Date. Except as required to comply with Applicable Law or as set forth in subsection (b), each shall Party agrees not to issue any other press release or make any other public statement or filing disclosing other information relating to this Agreement, the Distribution, Agreement or the other transactions contemplated by this Agreement hereby without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned. The Parties acknowledge the importance of supporting each other's efforts to publicly disclose results and significant developments regarding the Products and other activities in connection with this Agreement that may include information that is not otherwise permitted to be disclosed under this ARTICLE 12, which and that may be beyond what is required by Applicable Law, but in each case consistent with the need to keep investors informed regarding such Party's business in accordance with customary investor relations, and each Party may request to the right to make such disclosures from time to time. Such disclosures may include achievement of milestones, significant events in the Development and regulatory process, Commercialization activities and the like. Except for the initial press release(s) described in subsection (a), whenever a Party (the "Requesting Party") elects to make any such public disclosure, it shall first notify the other Party (the "Cooperating Party") of such planned press release or public announcement and provide a draft for review at least [***] in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by Applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [***] in advance). The Requesting Party and Cooperating Party will discuss such proposed public disclosure in good faith. Unless otherwise permitted pursuant to Section 12.6 or required by Applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), the Requesting Party will not issue such press release or make such public announcement without the prior written consent shall of the Cooperating Party, not to be unreasonably withheld, conditioned or delayed; provided, provided that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, a Party may issue such press release or the transactions contemplated by this Agreementmake such public announcement if: (i) the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by Alliqua which Alliqua deems appropriate in its reasonable judgmentthe Requesting Party, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after such press release or public announcement does not materially differ from the Distribution which AquaMed deems appropriate in its reasonable judgmentpreviously issued press release or other publicly available information, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) such press release or public announcement does not contain the Cooperating Party's name and (iv) the Requesting Party notifies the Cooperating Party reasonably in connection advance of issuance. The principles to be observed in such disclosures shall include accuracy, compliance with any dispute between applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the Parties FDA (and its foreign counterparts), the need to protect competitively sensitive information regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyProducts and the need to keep investors informed regarding the Requesting Party's business.

Publicity. Each The Parties acknowledge and agree that the terms of AquaMed this Agreement constitute Confidential Information of each Party and Alliqua may only be disclosed (a) as permitted by Section 8.1 (b) for Xxxxxxxxx research communication and administration publications including a published database of titles of grants and contracts, brief description of research conducted under such grants and contracts, and name of company, and by way of reference, “Xxxxxxxxx Research Connections”, and (c) to investment bankers, investors, and bona fide potential investors, lenders and potential lenders and other sources and other potential sources of financing, acquirers or merger partners and potential acquirers or merger partners, but only to the extent such disclosure is accompanied with confidentiality obligations commensurate in scope with the confidentiality obligations set forth hereunder. A copy of this Agreement may be filed by either Party with the Securities and Exchange Commission if such filing is required by Applicable Laws and Standards; provided, that in connection with any such filing, such Party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall provide the other Party with the proposed confidential treatment request with reasonable time for such other Party to provide comments, which comments shall be reasonably considered by the filing Party. Interleukin, upon the execution of this Agreement, shall issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementAgreement as shown in Exhibit 3. Either Party may make 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 Securities Exchange Act of 1934, as amended. subsequent public disclosure of the Distribution, or any contents of such press release without further approval of the other transactions contemplated Party. After issuance of such press release, except as required by this AgreementApplicable Laws and Standards, but AquaMed and the Alliqua Group Members each neither Party shall not issue any a press or news release or make any similar public statement or filing relating announcement related to this Agreement, the Distribution, or the other transactions contemplated by this Agreement Study without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother Party.

Publicity. Each Other than the press release(s) mutually agreed by Purchaser and Seller to be issued following the execution of AquaMed and Alliqua may this Agreement, or as expressly permitted by this Section 6.04, neither of Purchaser nor Seller will issue an initial press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing or permit any of their respective Affiliates to issue any press release release, website posting or otherwise making any other public statements or filings announcement with respect to this Agreement, Agreement or the Distribution, or any transactions contemplated hereby without the prior consent of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall party (such consent not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or stock exchange rules or regulations (in which case whichever of Purchaser or its Affiliates or Seller or its Affiliates, as applicable, are required to make the release or statement shall, to the extent legally permissible, (a) give the other party (whether or not such other party is named in such release or statement) such notice as may be practicable in the circumstances, but in no event fewer than four (4) Business Days, to allow the other party to comment on such release or statement in advance of such issuance and (b) consider in good faith any comments timely provided by such other party to such release or statement); provided, however, that Purchaser and its Affiliates, on the foregoing limitations one hand, and Seller and its Affiliates, on the other hand, may, subject to the terms and conditions of this Agreement (including Section 6.02 and Section 6.05), (x) communicate with Governmental Entities and with customers, suppliers, distributors or other Persons engaged in the operation of the Princeton Facility regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby or thereby, including in order to obtain Consents of or from any such Person necessary or desirable to effect the consummation of the transactions contemplated hereby or by the Ancillary Agreements, and (y) make public announcements and engage in public communications regarding this Agreement, the Ancillary Agreements and the transactions contemplated hereby or by the Ancillary Agreements, to the extent such announcements or communications are consistent with the prior public disclosures of the parties hereto regarding the transactions contemplated by this Agreement made in accordance with this Section 6.04. If Purchaser or any of its Affiliates, on the one hand, or Seller or any of its Affiliates, on the other hand, based on the advice of its counsel, determines that this Agreement or any of the Ancillary Agreements must be publicly filed with a Governmental Entity, then such party or its applicable Affiliate, prior to making any such filing, shall provide the other party and its counsel with a redacted version of this Agreement (and any other Ancillary Agreement) that it intends to file, and will consider in good faith any comments provided by such other party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Entity of those sections specified by such other party or its counsel for redaction and confidentiality. Subject to Section 6.03, the requirements of this Section 6.04 shall not apply to any disclosure by Seller, Purchaser, or any of their respective Affiliates, of any information concerning this Agreement, the Distribution, Agreement or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) Agreement in connection with any dispute between the Parties regarding this Agreement parties hereto or any Ancillary Agreement or the transactions contemplated therebytheir respective Affiliates.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of such Party or any merger or consolidation involving such Party; provided that ImmunoGen shall not disclose the identity of any Program Targets, the form of Research Plan, and any specific Research Plans under this clause (b); and provided further that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement ImmunoGen may issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, Agreement (the Distribution, or any final form of which shall have been reviewed by Novartis prior to the Effective Date) and either Party may make subsequent and repeated public disclosure of the contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed; providedprovided that notwithstanding the foregoing, that the foregoing limitations (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; and (B) either Party shall not apply be permitted to any publish such material in scientific journals or present such material at scientific conferences in accordance with Section 6.3 hereof. Either Party may make subsequent and repeated public disclosure of the contents of any information concerning this Agreement, disclosures permitted by the Distribution, or preceding sentence without the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 prior written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother Party.

Publicity. Each of AquaMed and Alliqua may issue an initial No press release concerning shall be issued in connection with this Agreement and transaction without the Distribution that is approved in advance by such other Party. Thereafter’s prior written consent, Alliqua and AquaMed shall consult with each other before unless the issuing any Party is otherwise required to issue such press release under Applicable Law or directive by any Governmental Authority. Except as otherwise making any public statements or filings with respect to provided in this Section 15.5, each Party shall maintain the confidentiality of all provisions of this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned neither Party nor its respective Affiliates shall make any press release or delayed; provided, that other public announcement of or otherwise disclose the foregoing limitations shall not apply provisions of this Agreement to any disclosure of any information concerning this AgreementThird Party, the Distribution, or the transactions contemplated by this Agreementexcept for: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light disclosure to those of its status as a company having reporting obligations under Section 13 directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and sublicensees whose duties reasonably require them to have access to this Agreement, provided that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or sublicensees are required to maintain the confidentiality of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actthis Agreement, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) disclosures required by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentNasdaq regulation or any listing agreement with a national securities exchange, in light of its status as a company having reporting obligations under Section 13 of which case the Exchange Act and that offers its securities from Disclosing Party shall provide the nondisclosing Party within at least [***] notice unless otherwise not practicable, but in any event no later than the time to time in public offerings and private placements under the Securities Actdisclosure required by such Nasdaq regulation or listing agreement is made, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) disclosures as may be required by Law, in connection which case the Disclosing Party shall provide the nondisclosing Party with any dispute between prompt advance notice of such disclosure and cooperate with the Parties regarding nondisclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the Securities and Exchange Commission, and (iv) the report on Form 8-K, which may be filed by an UroGen or an Affiliate of UroGen setting forth the press release referred to above, and/or this Agreement or in redacted form as provided in Section 15.6. A Party may publicly disclose without regard to the preceding requirements of this Section 15.5 any Ancillary Agreement or the transactions contemplated therebyinformation that was previously publicly disclosed pursuant to this Section 15.5.

Publicity. Each Buyer and Seller, for the benefit of AquaMed and Alliqua may issue an initial press release concerning this Agreement each other, hereby agree that between the date hereof and the Distribution that is approved in advance by such other Party. ThereafterClose of Escrow, Alliqua and AquaMed shall consult with each other before issuing they will not release or cause or permit to be released any press release notices, publicity (oral or written) or advertising promotion relating to, or otherwise making publicly announce or disclose or cause or permit to be publicly announced or disclosed, in any public statements or filings with respect to this Agreementmanner whatsoever, the Distributionterms, conditions or any substance of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyherein, without first obtaining the written consent of the other party hereto. It is understood that the foregoing shall not preclude either party from discussing the substance or any relevant details of the transactions contemplated in this Agreement, subject to the terms of Section 25.1, with any of its attorneys, accountants, professional consultants or advisors, rating agencies, or potential lenders or co-investors, as the case may be, or prevent either party hereto from complying with laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, or prevent either party from pursuing its rights under this Agreement in a judicial or arbitration proceeding. After Close of Escrow, neither party shall publicly disseminate the terms and conditions of this Agreement to the extent the same are not a matter of public record, and except as may be necessary to comply with applicable laws, including without limitation governmental regulatory, disclosure, tax, or reporting requirements, or to pursue its rights under this Agreement in a legal or quasi-legal proceeding, provided that each party may disclose the Closing of the transaction without disclosing the Purchase Price or the other party to this Agreement. If the indirect parent of Seller determines that the filing of a Form 8-K or making other public disclosure is required in connection with the transaction contemplated by this Agreement pursuant to the Securities Exchange Act of 1934, as amended, and/or the Securities Act of 1933, as amended, whether before or after Closing, Buyer agrees that such filing and disclosure (including attaching the Agreement as an exhibit in any securities filing) shall constitute Seller’s disclosure in compliance with law and shall supersede any other provisions of this Agreement.

Publicity. Each of AquaMed and Alliqua may issue an initial the parties to this Agreement hereby agrees with the other party hereto that no press release or similar public announcement or communication shall, if prior to, or after, the Closing, be made or be caused to be made (including by such parties' respective Affiliates) concerning the execution or performance of this Agreement unless the parties shall have agreed in advance with respect thereto; provided, however, that this Section 9.8 shall terminate and the Distribution parties shall have no further obligations with respect to the subject matter hereunder upon the earlier of (a) one (1) month after the date of the termination of this Agreement pursuant to Section 8.1 or (b) such earlier date that is approved DuPont or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in advance by such other Partya litigation relating to the subject matter of this Agreement. Thereafter, Alliqua and AquaMed shall consult with each other before issuing Notwithstanding the foregoing (i) either party may make or cause to be made any press release or otherwise making similar public announcement or communication as may be required to comply with the requirements of any public statements applicable Laws or filings with respect to this Agreement, the Distribution, or any rules and regulations of each stock exchange upon which the securities of one of the other transactions contemplated by this Agreement, but AquaMed parties is listed and the Alliqua Group Members each shall not issue any press release (ii) DuPont or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent Affiliates of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of Buyer may disclose any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua hereby which Alliqua such party deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actpublicly owned company, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; provided, that with respect to the DPC Business (except to the extent it relates to DuPont's activities with respect to the effect on DuPont of the separation or disposition of the DPC Business), to the extent practicable, DuPont and Buyer and its Affiliates will try in good faith to remain within the bounds of the parties' prior disclosures; provided, further, that in the case of clauses (i) and (ii) by AquaMed after above to the Distribution which AquaMed deems appropriate extent in its the good faith judgment of such party it is reasonably practicable to do so, such party (x) provides the other party with a reasonable judgment, opportunity in light of its status as a company having reporting obligations under Section 13 of the Exchange Act circumstances to review such party's intended communication and (y) consider in good faith modifications to the intended communication that offers its securities from time to time in public offerings and private placements under are requested by the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother party.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning No Party to this Agreement and the Distribution that is approved in advance by such other Party. Thereaftershall originate any publicity, Alliqua and AquaMed shall consult with each other before issuing any press news release or otherwise making any other public statements announcement, written or filings with respect oral, whether relating to this Agreement, the Distribution, Agreement or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, Transaction Documents or the other transactions contemplated by this Agreement existence of any arrangement between the Parties, without the prior written consent, such consent of the other, which consent shall not to be unreasonably withheld, conditioned or delayed, of the other Party (whether such other Party is named in such publicity, news release or other public announcement or not), except (x) where such publicity, news release or other public announcement is required by Law or any listing or trading agreement concerning its publicly traded securities, or (y) to the extent the contents of such publicity, news release or other similar public announcement have previously been released publicly or are consistent in all [*****] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. material respects with materials that have previously been released (without violation of this Section 6.06); providedprovided that, in such event under clause (x), the Party issuing the same shall still be required to consult with the other Party (whether such other Party is named in such publicity, news release or public announcement or not) at a reasonable time prior to its release (to the extent practicable) to allow the other Party to comment thereon and, after its release, shall provide the other Party with a copy thereof. If Purchaser, based on the advice of its counsel, determines that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 any of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Actother Transaction Documents, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports must be filed with the SEC under United States Securities and Exchange Commission (“SEC”) or any other similar Governmental Authority within the Exchange ActTerritory, then Purchaser, prior to securities analysts making any such filing, shall provide Seller and institutional investors its counsel with a redacted version of this Agreement (and in press interviews; (iiany other Transaction Document) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act it intends to file and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed any draft correspondence with the SEC under (or such other Governmental Authority within the Exchange ActTerritory, as applicable) requesting the confidential treatment by the SEC (or such other Governmental Authority within the Territory, as applicable) of those redacted sections of the Agreement, and will give due consideration to securities analysts any comments provided by Seller or its counsel and institutional investors and in press interviews; use commercially reasonable efforts to ensure the confidential treatment by the SEC (or (iiisuch other Governmental Authority within the Territory, as applicable) in connection with any dispute between the Parties regarding this Agreement of those sections specified by Seller or any Ancillary Agreement or the transactions contemplated therebyits counsel.

Publicity. Each Up until the Closing, except as otherwise required by Law or applicable stock exchange rules, any press releases or other publicity by (i) the Company, the Seller Representative and any Seller on the one hand, and (ii) the Parent, Merger Sub and their respective Affiliates on the other hand, in each case concerning this transaction shall be made only with the prior agreement of, in the case of AquaMed (i), the Parent, and Alliqua may issue an initial in the case of (ii), the Seller Representative and WWH (and in any event, the Parties shall use all reasonable endeavors to consult and agree with each other with respect to the content of any such required press release concerning or other publicity prior to the Closing); provided that upon the request of Parent, upon the existence of the transaction becoming in the public domain otherwise than as a result of a breach of this Section 13.2 by the Parent, Merger Sub or any of its Affiliates, the Company shall release a press release mutually acceptable to the Company, Parent and WWH announcing the entrance into this Agreement by them, which release shall (unless otherwise mutually agreed by them) not contain any financial terms related to the transactions contemplated hereby. Following the Closing, except as otherwise required by Law or applicable stock exchange rules, no press releases or other publicity shall state the amount of the Closing Merger Consideration or the Total Merger Consideration or contain any other financial terms related to the transactions contemplated hereby and must otherwise be reasonably acceptable to WWH, Seller Representative and Parent (or contain only information previously disclosed). Further, this Agreement and the Distribution terms hereof shall be kept confidential; provided that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing (a) the Parties may make any press release or otherwise making any other public statements or filings with respect to this Agreement, announcement concerning the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without and the prior written consent other documents, instruments and certificates contemplated to be delivered in connection with this Agreement or the consummation of the othertransactions contemplated hereby to the extent that such release or announcement contains solely information that is in the public domain otherwise than as a result of a breach of this Section 13.2, which consent (b) notwithstanding any restrictions in the Confidentiality Agreement, Parent and its Affiliates may make disclosures to their respective current, former or prospective investors, equity holders and limited partners to the extent such information is customarily provided to current, former or prospective investors, equity holders or limited partners in private equity funds or venture capital funds (including in the Equity Investors’ normal fundraising, marketing, informational or reporting activities to third parties), so long as such recipients are bound by customary obligations of confidentiality to the disclosing Person, (c) Parent may make disclosures to any lenders or potential lenders (including any Debt Financing Source) or any actual or potential source of equity financing to Parent and/or its Affiliates (including, from and after the Closing, the Company and its Subsidiaries), (d) the Parties and WWH may make disclosures to the extent required by Law or applicable stock exchange rules (and in any event, the Parties and WWH shall not be unreasonably withheld, conditioned use all reasonable endeavors to consult and agree with each other with respect to the content of any such disclosure) and (e) the Parties and WWH may make disclosures to their respective representatives and advisors as necessary in connection with the ordinary conduct of their respective businesses or delayedas necessary to assist such Person in exercising its rights or satisfying and performing its covenants and obligations under this Agreement and the other Transaction Documents; provided, provided that the foregoing limitations provisions of this Section 13.2 shall not apply to any disclosure Person receiving information pursuant to clauses (b), (c) or (d) and the Person disclosing such information thereto shall notify them of the provisions of this Section 13.2 and shall be responsible for any information concerning this Agreement, breach of the Distribution, or the transactions contemplated provisions hereof by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgmentthem. Further, in light of its status as a company having reporting obligations under Section 13 the event that any disclosure is required by applicable Law or applicable stock exchange rules, then to the extent “confidential treatment” would be available, each of the Exchange Act Parties agrees to use its all reasonable endeavors to obtain “confidential treatment” of the disclosed information and that offers its securities from time to time in public offerings redact such terms of this Agreement and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under other documents covered by the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentconfidentiality provisions herein, in light of its status each case, as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the other Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebymay reasonably request.

Publicity. Each of AquaMed and Alliqua may It is understood that the Parties will issue an initial a press release concerning announcing the execution of this Agreement and in such form as the Distribution that is approved in advance by such other PartyParties mutually agree. Thereafter, Alliqua and AquaMed shall The Parties will consult with each other before issuing any press release or otherwise making any public statements or filings reasonably and in good faith with respect to this Agreement, the Distribution, or text and timing of any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any subsequent press release or make any public statement or filing releases relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyactivity hereunder prior to the issuance thereof, provided that a Party may not unreasonably withhold consent to such releases, and that either Party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with laws or regulations or for appropriate market disclosure or which are consistent with information disclosed in prior releases properly made hereunder. [SIGNATURES ON THE FOLLOWING PAGE.] 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. IN WITNESS WHEREOF, duty authorized representatives of the Parties have duly executed this Agreement to be effective as of the Effective Date. NOVAVAX, INC. LABORATORIO AVI-MEX, S.A. DE C.V. By: By: Name: Name: Title: Title: 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. Exhibit A Pharmacovigilance Agreement 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. Exhibit B Use of Protocol Agreement [* * *]

Publicity. Each Parent and the Company shall develop a joint communications plan and each Party, from the date hereof until the earlier to occur of AquaMed and Alliqua may issue an initial press release concerning the Closing Date or the date of the termination of this Agreement in accordance with Section 7.1, shall (a) ensure that all press releases and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings communications with respect to this Agreement, the Distribution, or any of the other transactions contemplated hereby are consistent with such joint communications plan and (b) unless otherwise restricted by this Agreementapplicable Law, but AquaMed consult with, and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement without obtain the prior written consent of the other, (which consent shall not be unreasonably withheld, conditioned or delayed; provided) of, that each other before issuing any press release or, to the foregoing limitations extent practicable, otherwise making any public statement or communication with respect to this Agreement or the transactions contemplated hereby. In addition to the foregoing, from the date hereof until the earlier to occur of the Closing Date or the date of the termination of this Agreement in accordance with Section 7.1, except to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 5.6, neither Parent nor the Company shall issue any press release or otherwise make any public statement or disclosure concerning any other Party or any other Party’s business, financial condition or results of operations without the consent of such other Party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, each of the Parties agrees that, promptly following the date hereof, Parent and the Company shall issue a mutually acceptable initial joint press release announcing this Agreement and the transactions contemplated hereby. The provisions of this Section 8.12 shall not apply to (a) any public statement or disclosure by the Company relating to any Alternative Acquisition Proposal, which will be governed by Section 5.2, (b) any other public statement or disclosure made by the Company from and after any Change of Recommendation, (c) any information concerning this Agreement, the Distribution, public statement or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) disclosure made in connection with any dispute Action between or among the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyhereby or (d) any communications made contained in confidential materials provided by Parent or its Affiliates or Representatives in connection with the arrangement of the Debt Financing in accordance with Section 5.8, and nothing in this Section 8.12 shall prevent Parent or its Affiliates from reporting or disclosing, on a confidential basis, to any of their actual or prospective limited partners or other actual or prospective investors, general information regarding this Agreement and the transactions contemplated hereby, in connection with their fundraising and reporting activities in the ordinary course of business, in each case, subject to the Confidentiality Agreement or customary confidentiality obligations or undertakings with respect to non-public information.

Publicity. Each of AquaMed and Alliqua may issue an initial press release concerning this Agreement and No Party shall, without the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this Agreement, the Distribution, or any prior written consent of the other transactions contemplated by this AgreementParties, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any other public announcement or furnish any written or oral statement or filing relating to any Third Party, which makes reference to this Agreement, any of the Distributiontransactions contemplated hereby or thereby, or the any other transactions contemplated by this Agreement without the prior written consent of the otherParty or its Affiliates; provided, which however, that such consent shall not be unreasonably withheldwithheld to the extent such disclosure is required by securities disclosure requirements or otherwise by an authorized Public Authority. Each Party shall provide a draft of any of the aforementioned documents containing any such reference (including without limitation, conditioned a copy of this Agreement or delayedany excerpt hereof, proposed to be filed with any securities regulatory authority or any securities exchange) to the other Parties and their counsel as far in advance of release thereof and in sufficient time for review of such documents by the other Parties and their counsel, and in any event not less that ***** prior to release thereof unless otherwise required by order of a Public Authority. In the event any Party objects to any such reference, the applicable document will be modified to such Party’s reasonable satisfaction. If a Party does not deliver its written comments on such documents within ***** of receipt thereof with respect to press releases (or such shorter time as may be agreed by the Parties) and ***** with respect to all other materials (or such shorter time as may be agreed by the Parties), such Party shall be deemed to have consented to any such references therein. When a Party has obtained the other Parties’ consent for a public announcement or statement, it will not be required to obtain the other Parties’ consent for a subsequent public announcement or statement of the same subject matter which does not disclose any additional or materially different information from that contained in any previously approved disclosure; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreementhowever, the Distribution, or the transactions contemplated by this Agreementthat: (i) by Alliqua which Alliqua deems appropriate such subsequent public announcement or statement does not characterize such subject matter in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time materially different way to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviewssuch previously approved disclosure; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 such Party provides to each of the Exchange Act other Parties a copy of any such subsequent public announcement or statement not less than two (2) Business Days prior to its proposed disclosure; and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) information concerning the other Parties and their respective Affiliates may not be used without obtaining consent to each such disclosure. Nothing herein contained shall be construed to impose upon any Party any liability or other obligation (to any other Party or any other Person) in connection respect of any such references in any such documents. In the event that one Party reasonably concludes that a given disclosure is required by law and another Party disagrees with the substance or extent of the disclosure, then the Party seeking such disclosure shall either (i) limit said disclosure to address the concerns of the other Party, or (ii) such dispute if not resolved by corporate counsel to the Parties, shall be resolved in accordance with the legal opinion received from a law firm that is reasonably acceptable to the Parties and has no material relationship with any dispute between of the Parties regarding or their Affiliates, with the fees to such law firm to be paid equally by the Party seeking to make the disclosure and the Party objecting to the disclosure. With respect to any required filing of this Agreement or any Ancillary with a Public Authority, the filing Party shall seek confidential treatment of portions of this Agreement or and the transactions contemplated therebyother Parties shall have the right to review and comment on such an application for confidential treatment prior to its being filed.

Publicity. Each of AquaMed Seller and Alliqua may issue an initial press release concerning this Agreement and the Distribution Buyer agree that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press (a) no public release or otherwise making announcement shall be issued or made, and (b) no filing with any public statements third party and/or any Governmental Entity (including any national securities exchange or filings interdealer quotation service) will be made, in each case of clause (a) and (b) with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this Agreement, but AquaMed and the Alliqua Group Members each shall not issue any press release by either Party or make any public statement or filing relating to this Agreement, the Distribution, or the other transactions contemplated by this Agreement its controlled Affiliates without the prior written consent of the otherother Party, except (i) as may be required by Law (upon the reasonable advice of counsel) or by the request of any Governmental Entity, in which case the Party required to issue such public release or announcement or make any filing with any third party and/or any Governmental Entity (or whose controlled Affiliate is required to issue such public release or announcement or make any filing with any third party or any Governmental Entity) shall, to the extent practicable, provide the other Party a reasonable opportunity to comment on and take into account in good faith the other Party’s comments on such public release, announcement or filing prior to its issuance, distribution or publication, in each case to the extent permitted by Law, (ii) solely with respect to Seller or the Company, to the extent required under the Indenture to the holders of the Senior Notes, provided that, the Company shall provide Buyer a reasonable opportunity to comment on and take into account in good faith Buyer’s comments thereto prior to its distribution to the holders of the Senior Notes and (iii) disclosure of the terms of this Agreement or any other relevant information that is already publicly available in accordance with this Section 5.5 (including all information and materials disclosed or filed by Buyer with the U.S. Securities and Exchange Commission). Notwithstanding the foregoing, from and after the date of this Agreement and until the Closing Date, neither Seller nor any of its Affiliates shall send, distribute or otherwise make available written communications or other material communications to any Company Employee or Company Independent Contractor regarding any post-Closing employment, compensation or benefits except (A) with the prior written consent of Buyer (provided that subsequent distributions or communications substantively the same as those communications previously approved by Buyer in writing shall not be unreasonably withheldrequire prior written consent for distributions or communications following such approval), conditioned (B) as expressly required by the terms of this Agreement or delayed; provided, that the foregoing limitations shall not apply (C) as necessary to any disclosure of any information concerning this Agreement, the Distribution, or consummate the transactions contemplated by this Agreement: . Notwithstanding anything contained herein to the contrary, (ix) by Alliqua which Alliqua deems appropriate this Section 5.5 shall not apply to filings or other communications to be made to Governmental Entities pursuant to Section 5.2, and (y) in its reasonable judgmentno event will the Company or Buyer or any of their Affiliates have any right to use the Selling Sponsors’ names or marks, or any abbreviation, variation or derivative thereof, in light of its status as a company having reporting obligations under Section 13 any press release, public announcement or other public document or communication without the express written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyapplicable Selling Sponsor.

Publicity. Each Seller and Buyer shall agree on the form and content of AquaMed and Alliqua may issue an initial any press release concerning this Agreement regarding the Transactions and thereafter until the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed Closing Date shall consult with each other before issuing issuing, provide each other the opportunity to review and comment upon and use commercially reasonable efforts to agree upon, any press release or otherwise making any other public statements or filings statement with respect to this Agreement, the Distribution, or any of the other transactions contemplated by this AgreementTransactions. From the Signing Date until the Closing Date, but AquaMed Seller, Buyer and the Alliqua Group Members each their respective Affiliates shall not issue any such press release or make any such public statement or filing relating prior to this Agreementsuch consultation and prior to considering in good faith any such comments, except as may be required by Applicable Law (including the DistributionSecurities Act, or the other transactions contemplated by this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time any Gaming Laws) or by obligations pursuant to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection any listing agreement with any dispute national securities exchange or national securities quotation system. Notwithstanding anything to the contrary herein, from the Signing Date until the Closing Date, Buyer and Seller or their respective Affiliates may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by Buyer and Seller and do not reveal non-public information relating to the other party. Further, during the period between the Parties regarding Signing Date and the Closing Date, Seller shall, on up to four (4) occasions designated by Buyer in writing (which shall be at least six (6) weeks apart), and at Buyer’s sole cost and expense, cause to be mailed to each Person listed in the Biloxi Database a mailer containing substantially the same or similar substance as the information set forth on Exhibit C, which mailers will be produced by Buyer and delivered to Seller at least five (5) Business Days prior to each applicable date of mailing as provided in this Agreement or any Ancillary Agreement or the transactions contemplated therebySection 6.8.

Publicity. Each of AquaMed and Alliqua The Parties may issue an initial jointly agree to make a press release concerning within three (3) months following the execution of this Agreement and the Distribution that is approved in advance by such other PartyAgreement. Thereafter, Alliqua Threshold shall be free, in its sole discretion, and AquaMed shall consult with each other before issuing have the exclusive right to originate any press release or otherwise making any public statements or filings with respect to this Agreementpublicity, the Distributionnews release, or any public announcement concerning Licensed Products, provided Threshold (i) provides BXXXXX ONCOLOGY two (2) days’ advance written notice of the other transactions contemplated by this Agreementpublicity, but AquaMed and the Alliqua Group Members each shall not issue any press release or make any public statement or filing relating to this Agreement, the Distributionnews release, or public announcement together with its content and gives due consideration to any comments provided by BXXXXX ONCOLOGY within one (1) day thereof; and (ii) does not use the other transactions contemplated by this Agreement name of BAXTER or BXXXXX ONCOLOGY without the prior express, advance written consent of BAXTER or BXXXXX ONCOLOGY, respectively, other than to state that the otherLicensed Product is “licensed to Threshold Pharmaceuticals, Inc., by Bxxxxx Oncology.” Otherwise, in the absence of specific agreement between the Parties, which consent agreement shall not be unreasonably withheld, conditioned withheld or delayed; provided, that the foregoing limitations shall not apply to any disclosure of any information concerning this Agreement, the Distribution, or the transactions contemplated by this Agreement: (i) neither Party shall originate any publicity, news release or public announcement, written or oral, whether to the public or press, relating to financial provisions of this Agreement or to any amendment thereof save only such announcement as in the opinion of counsel for the Party making such announcement is required by Alliqua which Alliqua deems appropriate in its reasonable judgmentlaw, in light regulation, or the rules of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time any stock exchange to time in public offerings and private placements under the Securities Actbe made, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgmentany such announcements shall be factual and as brief as possible, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) if a Party decides to make such announcement, it will give the other Party two (2) days advance written notice of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. In addition, THRESHOLD may provide information concerning financial provisions to stockholders, executive management, and prospective sublicensees and investors. THRESHOLD may also originate, in connection with any dispute between the Parties regarding this Agreement its discretion, publicity, news releases, or any Ancillary Agreement or the transactions contemplated therebypublic announcements concerning Licensed Product other than, except as set forth above, financial information.

Publicity. Each The Parties acknowledge that the terms of AquaMed this Agreement constitute the Confidential Information of each Party and Alliqua may not be disclosed except as permitted by Section 6.1(b) hereof. In addition, either Party may disclose the terms of this Agreement (a) on a need-to-know basis to such Party’s legal, accounting and financial advisors and (b) as reasonably necessary in connection with any actual or potential (i) debt or equity financing of such Party or (ii) purchase by any Third Party of all the outstanding capital stock or all or substantially all of the assets of such Party or any merger or consolidation involving such Party; provided that ImmunoGen shall not disclose the identity of any Program Targets, the form of Research Plan, and any specific Research Plans under this clause (b); and provided further that in each case the Person to whom the terms of this Agreement is to be disclosed agrees in writing to maintain the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. confidentiality of such information with terms at least as protective as those contained in Section 6.1(a) hereof. Anything contained in this Agreement to the contrary notwithstanding, upon the execution of this Agreement ImmunoGen may issue an initial a press release concerning this Agreement and the Distribution that is approved in advance by such other Party. Thereafter, Alliqua and AquaMed shall consult with each other before issuing any press release or otherwise making any public statements or filings with respect to this AgreementAgreement (the final form of which shall have been reviewed and approved by Lilly prior to the Effective Date, which approval shall not be unreasonably withheld, conditioned or delayed) and either Party may make subsequent and repeated public disclosure of the Distribution, or any contents thereof without further approval of the other transactions contemplated by this AgreementParty. After issuance of such press release, but AquaMed and the Alliqua Group Members each neither Party shall not issue publish, present or otherwise disclose publicly any press release or make any public statement or filing relating material related to this Agreement, the Distribution, or the other transactions contemplated by events arising under this Agreement without the prior written consent of the otherother Party, which consent shall not be unreasonably withheld, conditioned or delayed; providedprovided that notwithstanding the foregoing, that the foregoing limitations (A) neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws; and (B) either Party shall not apply be permitted to any publish such material in scientific journals or present such material at scientific conferences in accordance with Section 6.3 hereof. Either Party may make subsequent and repeated public disclosure of the contents of any information concerning this Agreement, disclosures permitted by the Distribution, or preceding sentence without the transactions contemplated by this Agreement: (i) by Alliqua which Alliqua deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 prior written consent of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; (ii) by AquaMed after the Distribution which AquaMed deems appropriate in its reasonable judgment, in light of its status as a company having reporting obligations under Section 13 of the Exchange Act and that offers its securities from time to time in public offerings and private placements under the Securities Act, including in registration statements, prospectuses, private placement memoranda under the Securities Act and reports filed with the SEC under the Exchange Act, to securities analysts and institutional investors and in press interviews; or (iii) in connection with any dispute between the Parties regarding this Agreement or any Ancillary Agreement or the transactions contemplated therebyother Party.