Common use of Nondisclosure of Terms Clause in Contracts

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto agrees not to disclose the [***] of this Agreement to any Third Party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld or delayed, except as permitted pursuant to Section 10.2, and [***] that such [***] of this Agreement may be disclosed to [***], and (with the consent of Merck not to be unreasonably withheld) others on a need to know basis, or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or the like, provided that such entities to whom confidential information is disclosed agree in writing to abide by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the press release attached hereto as Exhibit 10.3; thereafter, Acumen and Merck may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. The Parties will consider in good faith any request by the other Party for a public disclosure not otherwise permitted pursuant to this Section 10.3, but shall not be obligated to consent to such public disclosure. In the event of any termination of this Agreement under Article 13, the Parties shall agree on an announcement of such termination provided that the Parties shall use reasonable efforts to fashion such announcement so as to minimize any negative impact on either Party as a result of such announcement.

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto acknowledges that the terms of this Agreement constitute the Confidential Information of each Party and agrees not to disclose the [***] terms of this Agreement to any Third Party without the prior written consent of the other Party hereto; provided that a Party may disclose the terms of this Agreement without such consent to such Party’s Representatives on a need-to-know basis, and also as follows: (a) either Party may disclose such terms to existing and prospective Third Party investors, lenders and acquirers and other Third Parties in connection with due diligence or similar investigations by such Third Parties, (b) the Company may disclose such terms to existing and potential (sub)licensees, collaborators and other Third Parties as may be necessary or useful in connection with the Exploitation of any Acquired Compound or Acquired Product, and (c) SpinCo may disclose such terms to existing and potential licensees and sublicensees, and to collaborators of SpinCo as may be necessary or useful in connection with (i) the Exploitation of any SpinCo Selected Compound or Declined Compound as may be necessary or useful in connection with the grant of such sublicense and (ii) after expiration of the Option, the Exploitation of any compound or product that modulates the NMDA receptors other than any Acquired Compound or Acquired Product as may be necessary in connection with such (sub)licensee’s or collaborator’s reasonable and customary diligence activities, provided that any disclosure pursuant to clause (ii) shall be limited to only those terms necessary to demonstrate that the compounds or products with respect to which such disclosure is being made are not within the scope of this Agreement, and provided, further, that SpinCo shall have obtained the Company’s prior written consent with respect to the terms to be disclosed prior to disclosing any such terms; provided, further, that in each case ((a)-(c)) the permitted disclosures shall be made under confidentiality obligations substantially equivalent to those of this Agreement. Notwithstanding the foregoing, to the extent a Party determines in good faith that it is required by applicable Law to publicly file or otherwise disclose the terms of this Agreement with a Governmental Entity, including public filings pursuant to securities laws or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted), such disclosing Party shall provide the proposed redacted form of this Agreement to the other Party with a reasonable amount of time prior to filing or disclosure for the other Party to review and approve such redacted form (which approval shall not be unreasonably conditioned, withheld or delayed). The Party making such filing, except as permitted pursuant to Section 10.2registration, and [***] that such [***] of notification or disclosure shall submit this Agreement may be disclosed to [***], and (in a manner consistent with the consent of Merck not agreed redaction and shall use commercially reasonable efforts to seek confidential treatment for the redacted terms, to the extent such confidential treatment is applicable and reasonably available consistent with applicable Law. Each Party shall be unreasonably withheld) others on a need to know basis, or responsible for its own legal and other external costs in connection with a mergerany such filing, acquisition of stock registration or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or the like, provided that such entities to whom confidential information is disclosed agree in writing to abide by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government bodynotification. 10.3.2 Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the press release attached hereto as Exhibit 10.3; thereafter, Acumen and Merck may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. The Parties will consider in good faith any request by the other Party for a public disclosure not otherwise permitted pursuant to this Section 10.3, but shall not be obligated to consent to such public disclosure. In the event of any termination of this Agreement under Article 13, the Parties shall agree on an announcement of such termination provided that the Parties shall use reasonable efforts to fashion such announcement so as to minimize any negative impact on either Party as a result of such announcement.

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto agrees that it and its Affiliates shall not to disclose the [***] material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld or delayedwithheld, except as permitted pursuant to Section 10.2such Party’s attorneys, advisors, investors and [***] that such [***] of this Agreement may be disclosed to [***], and (with the consent of Merck not to be unreasonably withheld) others on a need to know basisbasis under circumstances that reasonably ensure the confidentiality thereof, or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or to the like, provided that such entities to whom confidential information is disclosed agree in writing to abide extent required by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 . Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the Parties shall agree upon a press release attached hereto as Exhibit 10.3; thereafterand timing to announce the execution of this Agreement, Acumen together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, AAAA and Merck IIII may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. The Parties will consider in good faith any request by In addition, IIII and AAAA may make public statements regarding the other progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party for a public disclosure not otherwise permitted pursuant to this be unreasonably withheld, subject to Section 10.3, but 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement to potential investors (other than investors through the public markets) who are bound in writing by obligations of non-disclosure and non-use of the terms of this Agreement at least as stringent as those contained in this Article 9. The Parties acknowledge that either or both of the Parties may be obligated to consent file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to make such public disclosurea required filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any termination of this Agreement under Article 13such filing, the Parties filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall agree on an announcement obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such termination provided that the Parties shall use reasonable efforts consent not to fashion such announcement so as to minimize any negative impact on either Party as a result of such announcementbe unreasonably withheld.

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto agrees that it and its Affiliates shall not to disclose the [***] material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld or delayedwithheld, except as permitted pursuant to Section 10.2such Party’s attorneys, advisors, investors and [***] that such [***] of this Agreement may be disclosed to [***], and (with the consent of Merck not to be unreasonably withheld) others on a need to know basisbasis under circumstances that reasonably ensure the confidentiality thereof, or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or to the like, provided that such entities to whom confidential information is disclosed agree in writing to abide extent required by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 . Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the Parties shall agree upon a press release attached hereto as Exhibit 10.3; thereafterand timing to announce the execution of this Agreement, Acumen together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, Array and Merck InterMune may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. The Parties will consider in good faith any request by In addition, InterMune and Array may make public statements regarding the other progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party for a public disclosure not otherwise permitted pursuant to this be unreasonably withheld, subject to Section 10.3, but 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement to potential investors (other than investors through the public markets) who are bound in writing by obligations of non-disclosure and non-use of the terms of this Agreement at least as stringent as those contained in this Article 9. The Parties acknowledge that either or both of the Parties may be obligated to consent file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to make such public disclosurea required filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any termination of this Agreement under Article 13such filing, the Parties filing Party will provide the non-filing Party with an advance copy of the Agreement marked to [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. show provisions for which the filing Party intends to seek confidential treatment and shall agree on an announcement obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such termination provided that the Parties shall use reasonable efforts consent not to fashion such announcement so as to minimize any negative impact on either Party as a result of such announcementbe unreasonably withheld.

Nondisclosure of Terms. 10.3.1 Each of the Parties parties hereto agrees not to disclose the [***] terms of this Agreement to any Third Party without the prior written consent of the other Party party hereto, which consent shall not be unreasonably withheld or delayedwithheld, except as permitted pursuant to Section 10.2such party’s attorneys, advisors, investors and [***] that such [***] of this Agreement may be disclosed to [***], and (with the consent of Merck not to be unreasonably withheld) others on a need to know basisbasis under circumstances that reasonably ensure the confidentiality thereof, or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or to the like, provided that such entities to whom confidential information is disclosed agree in writing to abide extent required by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 . Notwithstanding the foregoing, Acumen or Merck the parties have agreed upon a press release announcing the execution of this Agreement, a copy of which is attached hereto as Exhibit 9.3. After signing of this Agreement by the parties, Sunesis may issue for public disclosure the press release attached hereto as Exhibit 10.39.3; thereafter, Acumen Sunesis and Merck JJPRD may each disclose to Third Parties the information contained in such press release without the need for further approval by the other. The Parties will consider Without limiting the foregoing, both parties shall have the right to make public disclosures (including a Q&A outline for use in good faith any request by responding to inquiries about this Agreement) of the other Party for a public disclosure progress of the Research Program and the achievement of milestones and the payment of fees (but not otherwise permitted pursuant the amounts) with respect to this Section 10.3Products, but provided that: (i) the non-disclosing party approves of the language of such disclosure, which approval shall not be obligated unreasonably withheld, and (ii) the non-disclosing party is not required to consent to participate in such public disclosure. disclosure .. In the event of any termination of this Agreement under Article 1312, the Parties parties shall agree on an announcement of such termination provided that the Parties parties shall use reasonable efforts to fashion such announcement so as to minimize any negative impact on either Party as a result of such mutually acceptable announcement.

Nondisclosure of Terms. 10.3.1 Each of the Parties hereto agrees that it and its Affiliates shall not to disclose the [***] material terms of this Agreement to any Third Party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld or delayedwithheld, except as permitted pursuant to Section 10.2such Party’s attorneys, advisors, investors and [***] that such [***] of this Agreement may be disclosed to [***], and (with the consent of Merck not to be unreasonably withheld) others on a need to know basisbasis under circumstances that reasonably ensure the confidentiality thereof, or in connection with a merger, acquisition of stock or assets, proposed merger or acquisition, as a part of such entities’ due diligence investigations, or to the like, provided that such entities to whom confidential information is disclosed agree in writing to abide extent required by confidentiality and non-use provisions substantially equivalent to those contained in this Article 10 (other than Section 10.4 below) and provided the term of confidentiality for such Third Parties shall be no less than [***] years; and such [***] of this Agreement may additionally be disclosed as reasonably advised by a Party’s legal advisors or accountants to comply with any law, regulation or order, or any requirement of a government body. 10.3.2 . Notwithstanding the foregoing, Acumen or Merck may issue for public disclosure the Parties shall agree upon a press release attached hereto as Exhibit 10.3; thereafterand timing to announce the execution of this Agreement, Acumen together with a corresponding Q&A outline for use in responding to inquiries about the Agreement. Thereafter, Array and Merck InterMune may each disclose to Third Parties the information contained in such press release and Q&A without the need for further approval by the other. The Parties will consider in good faith any request by In addition, InterMune and Array may make public statements regarding the other progress of the Research Collaboration and the achievement of milestones and fees with respect thereto, following consultation and mutual agreement, the consent of neither Party for a public disclosure not otherwise permitted pursuant to this be unreasonably withheld, subject to Section 10.3, but 9.5 as regards the results of the Research Collaboration. Advance review and consultation shall not be required to repeat information contained in a press release that had itself been the subject of such procedures. Either Party may disclose the terms of this Agreement to potential investors (other than investors through the public markets) who are bound in writing by obligations of non-disclosure and non-use of the terms of this Agreement at least as stringent as those contained in this Article 9. The Parties acknowledge that either or both of the Parties may be obligated to consent file a copy of this Agreement with the U.S. Securities and Exchange Commission (the “SEC”), and each Party shall be entitled to make such public disclosurea required filing, provided that it requests confidential treatment of the more sensitive terms hereof to the extent such confidential treatment is reasonably available to the filing Party under the circumstances then prevailing. In the event of any termination of this Agreement under Article 13such filing, the Parties filing Party will provide the non-filing Party with an advance copy of the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and shall agree on an announcement obtain such other Party’s written consent to the set of provisions for which the filing Party will initially seek confidential treatment, such termination provided that the Parties shall use reasonable efforts consent not to fashion such announcement so as to minimize any negative impact on either Party as a result of such announcementbe unreasonably withheld.