Common use of Publicity; Use of Names Clause in Contracts

Publicity; Use of Names. The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 and this Section 8.6. Licensee shall not use the name, trademark, trade name or logo of Verastem, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 or with the prior express written permission of Verastem, except as may be required by Applicable Laws. Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem shall not be impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 or with the prior express written permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be impaired, in a manner consistent with best practices used by Verastem with respect to its other collaborators, and in a manner consistent with Licensee’s brand usage policies.

Publicity; Use of Names. (a) The Parties agree that the material terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 10.3 and this Section 8.610.6. The Parties have agreed on a joint press release announcing this Agreement, which is attached hereto as Exhibit ID, to be issued by Verastem the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 10.3 and this Section 8.610.6. Licensee Zai shall not use the name, trademark, trade name or logo of VerastemFive Prime, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 10.6 or with the prior express written permission of VerastemFive Prime, except as may be required by Applicable Laws. Licensee Zai shall use VerastemFive Prime’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from VerastemFive Prime Therapeutics, Inc.”; provided that Licensee Zai will use VerastemFive Prime’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem Five Prime shall not be impaired, and in a manner consistent with best practices used by Licensee Zai with respect to its other collaborators. (b) Notwithstanding Section 10.6(a), Five Prime has the right to publicly disclose (A) the achievement of milestones under this Agreement; (B) the commencement, completion, material data and key results of Clinical Trials conducted under this Agreement; and (C) any information relating to the FPA144-004 Study. After a Publication has been made available to the public, each Party may post such Publication or a link to it on its corporate web site without the prior written consent of the other Party. (c) A Party may disclose this Agreement in securities filings with the Securities and Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Laws. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner consistent in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [***] period. (d) Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with Verastem’s brand usage policies. AdditionallyGovernmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws, Verastem shall not use provided that the nameParty seeking such disclosure (i) receives advice from counsel that it is legally required to make such public disclosure and (ii) if practicable and permitted by Applicable Laws, trademarkfirst provides the other Party a copy of the proposed disclosure, trade name or logo and reasonably considers any comments thereto provided by the other Party within [***] after the receipt of Licenseesuch proposed disclosure. (e) Other than the press release set forth in Exhibit D and the public disclosures permitted by Section 10.6(b), its Affiliates or their respective employees in the Parties agree that the portions of any publicity, promotion, other news release or disclosure other public announcement relating to this Agreement or its subject matterthe performance hereunder that would disclose information other than that already in the public domain, except as provided in this shall first be reviewed and approved by 52 CONFIDENTIAL EXECUTION (f) The Parties agree that after a disclosure pursuant to Section 8.6 10.6(d) or with the prior express written permission issuance of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, a press release (including the initial press release release) or other public announcement pursuant to Section 10.6(a) that has been reviewed and all approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval. (g) Each Party shall have the right to use the other Party’s name and logo in presentations, its website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases, and accompanied explanatory text such as “Licensed releases issued pursuant to Sanofi”this Section 10.6; provided that Verastem Zai will use LicenseFive Prime’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee Five Prime shall not be impaired, in a manner and consistent with best practices used by Verastem with respect to Zai for its other collaborators, and in a manner consistent with Licensee’s brand usage policies.

Publicity; Use of Names. (a) The Parties agree that the material terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 10.3 and this Section 8.610.5. The Parties have agreed shall agree on a joint press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such Agreement whose substance and the date and the time as may of the announcement shall be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 10.3 and this Section 8.610.5. Licensee Each Party shall not have the right to use the name, trademark, trade other Party’s name or and logo of Verastemin presentations, its Affiliates or their respective employees website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided taglines of press releases issued in accordance with this Section 8.6 or with the prior express written permission of Verastem, except as may be required by Applicable Laws. Licensee shall use Verastem10.5; provided that when Zai uses NVCR’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and Zai shall include an accompanied explanatory text such as “Licensed from Verastem, Inc.Novocure”; further provided that Licensee a Party will use Verastemthe other Party’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem the other Party shall not be impaired, and in a manner consistent with best practices used by Licensee it uses with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to . (b) A Party may disclose this Agreement or its subject matter, except as provided in this Section 8.6 or securities filings with the prior express written permission of Licensee, except as may be Securities and Exchange Commission or equivalent foreign agency to the extent required by Applicable Laws. Verastem In such event, the Party seeking such disclosure shall use Licensee’s corporate name in all publicity relating prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, including and the initial press release other Party agrees to promptly (and all subsequent press releasesin any event, no more than [***] Business Days after receipt of such confidential treatment request and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be impaired, proposed redactions) give its input in a reasonable manner consistent with best practices used in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Verastem with respect to its Applicable Laws. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other collaborators, and in a manner consistent with Licensee’s brand usage policiesParty within such [***] Business Day period.

Publicity; Use of Names. (a) The Parties agree that the material terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 10.3 and this Section 8.610.6. The Parties have agreed on a joint press release announcing this Agreement, which is attached hereto as Exhibit ID, to be issued by Verastem the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 10.3 and this Section 8.610.6. Licensee Zai shall not use the name, trademark, trade name or logo of VerastemFive Prime, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 10.6 or with the prior express written permission of VerastemFive Prime, except as may be required by Applicable Laws. Licensee Zai shall use VerastemFive Prime’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from VerastemFive Prime Therapeutics, Inc.”; provided that Licensee Zai will use VerastemFive Prime’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem Five Prime shall not be impaired, and in a manner consistent with best practices used by Licensee Zai with respect to its other collaborators. (b) Notwithstanding Section 10.6(a), Five Prime has the right to publicly disclose (A) the achievement of milestones under this Agreement; (B) the commencement, completion, material data and key results of Clinical Trials conducted under this Agreement; and (C) any information relating to the FPA144-004 Study. After a Publication has been made available to the public, each Party may post such Publication or a link to it on its corporate web site without the prior written consent of the other Party. (c) A Party may disclose this Agreement in securities filings with the Securities and Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Laws. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no more than [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner consistent in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [***] period. (d) Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with Verastem’s brand usage policies. AdditionallyGovernmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws, Verastem shall not use provided that the nameParty seeking such disclosure (i) receives advice from counsel that it is legally required to make such public disclosure and (ii) if practicable and permitted by Applicable Laws, trademarkfirst provides the other Party a copy of the proposed disclosure, trade name or logo and reasonably considers any comments thereto provided by the other Party within [***] after the receipt of Licenseesuch proposed disclosure. (e) Other than the press release set forth in Exhibit D and the public disclosures permitted by Section 10.6(b), its Affiliates or their respective employees in the Parties agree that the portions of any publicity, promotion, other news release or disclosure other public announcement relating to this Agreement or its subject matterthe 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), except as provided in this Section 8.6 or with the prior express written permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating . (f) The Parties agree that after a disclosure pursuant to this Agreement, Section 10.6(d) or issuance of a press release (including the initial press release release) or other public announcement pursuant to Section 10.6(a) that has been reviewed and all approved by the other Party, the disclosing Party may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval. (g) Each Party shall have the right to use the other Party’s name and logo in presentations, its website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases, and accompanied explanatory text such as “Licensed releases issued pursuant to Sanofi”this Section 10.6; provided that Verastem Zai will use LicenseFive Prime’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee Five Prime shall not be impaired, in a manner and consistent with best practices used by Verastem with respect to Zai for its other collaborators, and in a manner consistent with Licensee’s brand usage policies.

Publicity; Use of Names. (a) The Parties agree that the material terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 10.3 and this Section 8.610.5. The Parties have agreed shall agree on a joint press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such Agreement whose substance and the date and the time as may of the announcement shall be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 10.3 and this Section 8.610.5. Licensee Each Party shall not have the right to use the name, trademark, trade other Party’s name or and logo of Verastemin presentations, its Affiliates or their respective employees website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided taglines of press releases issued in accordance with this Section 8.6 or with the prior express written permission of Verastem, except as may be required by Applicable Laws. Licensee shall use Verastem10.5; provided that when Zai uses NVCR’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and Zai shall include an accompanied explanatory text such as “Licensed from Verastem, Inc.Novocure”; further provided that Licensee a Party will use Verastemthe other Party’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem the other Party shall not be impaired, and in a manner consistent with best practices used by Licensee it uses with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to . (b) A Party may disclose this Agreement or its subject matter, except as provided in this Section 8.6 or securities filings with the prior express written permission of Licensee, except as may be Securities and Exchange Commission or equivalent foreign agency to the extent required by Applicable Laws. Verastem In such event, the Party seeking such disclosure shall use Licensee’s corporate name in all publicity relating prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, including and the initial press release other Party agrees to promptly (and all subsequent press releasesin any 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. 34 event, no more than [***] Business Days after receipt of such confidential treatment request and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be impaired, proposed redactions) give its input in a reasonable manner consistent with best practices used in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Verastem with respect to its Applicable Laws. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other collaborators, and in a manner consistent with Licensee’s brand usage policiesParty within such [***] Business Day period.

Publicity; Use of Names. The Parties agree that (a) At its sole discretion, EDESA may publicly disclose the execution and material terms and conditions of this Agreement are the Confidential Information of both Partiesand, subject from time to the special authorized disclosure provisions set forth in Section 8.3 time, milestones achieved and this Section 8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such date and time as may be agreed by the Partiesactivities conducted hereunder. No other disclosure of the existence of, or the terms of of, this Agreement or activities conducted hereunder, may be made by either Party LICENSOR without the prior express written permission by EDESA. However, that no approval of EDESA shall be required if a subsequent public disclosure solely discloses the information that: (1) a milestone under this Agreement has been achieved and/or any payments associated therewith have been received; (2) the filing and/or Regulatory Approval of the NDA with the FDA or its Affiliates except the EMA generally has occurred (provided, however, that specific dates of filing shall not be disclosed); (3) commercial launch of the Product in any country, or (4) any information that has previously been approved and disclosed as permitted by this Section ‎8.2. Except as otherwise provided in Section 8.3 and this Section 8.6. Licensee ‎8.2(a), neither Party shall not use the name, trademark, trade name or logo of Verastem, the other Party or its Affiliates or their respective employees in any publicity, promotion, publicity or news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 or with without the prior express written permission of Verastemthe other Party. (b) Notwithstanding the terms of this ‎Article 8, except as may either Party shall be required by Applicable Laws. Licensee shall use Verastem’s corporate name in all publicity relating permitted to disclose the existence and terms of this Agreement, including to the initial press release and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Verastem shall not be impairedextent required, in a manner consistent the reasonable opinion of such Party’s legal counsel, to comply with best practices used by Licensee with respect to its other collaboratorsapplicable laws, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name rules or logo of Licensee, its Affiliates or their respective employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, except as provided in this Section 8.6 or with the prior express written permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreementregulations, including the initial press release rules and all subsequent press releasesregulations promulgated by securities law regulatory agencies or any other governmental agency or applicable stock exchange on which a Party’s stock may be listed. (c) Either Party may also disclose the existence and terms of this Agreement to its legal counsel, investment bankers, accountants and advisors, and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctivenesspotential Sublicensees, reputationThird Party contractors, investors, lenders or acquirers, and validity of any trademarks their legal counsel, investment bankers, accountants and corporate or trade names of Licensee shall not be impairedadvisors, in each case under an agreement or in the case of legal counsel, a manner consistent with best practices used by Verastem with respect professional obligation, to its other collaborators, keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to the terms contained in a manner consistent with Licensee’s brand usage policiesthis Agreement and to use such Confidential Information solely for the purpose permitted pursuant to this Section ‎8.2(c).