Common use of Non-Disparagement and Non-Interference Clause in Contracts

Non-Disparagement and Non-Interference. For a three-year period following the Submission Date, Waksal will not at any time: (a) make, publish or communicate to any third party any defamatory or disparaging remarks, comments or statements concerning the Company and its directors and officers, (b) interfere, either directly or indirectly, by himself or through or by his agents or attorneys, with the Company’s efforts to consummate an IPO, or (c) before the Effective Time, communicate or seek to communicate directly with the SEC, NYSE or Nasdaq for any reason, unless expressly consented to, in writing, by the Board. For a three-year period following the Submission Date, the Company and its officers and directors will not make, publish or communicate to any third party any defamatory or disparaging remarks, comments or statements concerning Waksal. Nothing herein shall prohibit any party from (x) responding truthfully to any governmental investigation, legal process or inquiry related thereto, or (y) making a good faith rebuttal of another person’s or entity’s untrue or misleading statement, subject to Section 14(c) above.