ANY AFFILIATE, MEMBER, PARTNER, DIRECTOR, OFFICER OR EMPLOYEE OF INVESTOR OR ANY
INVESTMENT FUND OR OTHER ENTITY ASSOCIATED WITH INVESTOR.
(B)
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF DFR
OR AS REQUIRED BY APPLICABLE LAW, RULE OR REGULATION (INCLUDING FOR THE PURPOSE
OF MAKING ANY FILING OR OTHER DISCLOSURE BUT ONLY IF THE PROCEDURES DESCRIBED IN
SECTION 12 REGARDING DISCLOSURES REQUIRED BY APPLICABLE LAW, RULE OR REGULATION
ARE FOLLOWED) OR AS AUTHORIZED PURSUANT TO SECTION 12, NONE OF (1) INVESTOR OR
ANY OF ITS RESPECTIVE AFFILIATES, OR (2) ANY MEMBER, PARTNER, MANAGER, DIRECTOR,
OFFICER, EMPLOYEE, AGENT OR SERVICE PROVIDER OF A PERSON LISTED IN CLAUSE (1),
MAY DISCLOSE, USE OR OTHERWISE REFER TO IN ANY WRITTEN MATERIAL THE NAME
"DEERFIELD" OR ANY DERIVATIVE THEREOF OR THE NAMES OF ANY AFFILIATE, MEMBER,
PARTNER, DIRECTOR, OFFICER OR EMPLOYEE OF DFR OR ANY INVESTMENT FUND OR OTHER
ENTITY ASSOCIATED WITH DFR.
(C)
NOTWITHSTANDING SECTION 12(A), THE
FOLLOWING MAY BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR IN A
COMMUNICATION TO AN ACTUAL OR PROSPECTIVE INVESTOR IN FUND I OR IN ANY
SECURITIES FILING IF REQUIRED BY LAW, RULE OR REGULATION:
(1)
THE TERMS "PEGASUS" OR "DEERFIELD" IN THE
TITLE OF FUND I AND REFERENCES TO THE NAME OF FUND I;
(2)
INVESTOR'S ROLE AS A LIMITED PARTNER IN
FUND I AND THE AMOUNT OF ITS INVESTMENT IN SUCH CAPACITY, IF ANY;
(3)
INVESTOR'S ROLE AS A HOLDER OF INTERESTS IN
DLC GP; OTHER THAN WITH RESPECT TO THE SPECIFIC TERMS AND ECONOMIC INTERESTS OF
INVESTOR THEREIN; AND
8
(4)
THE IDENTITY OF INVESTOR'S REPRESENTATIVES
ON THE INVESTMENT COMMITTEE OF DLC GP, THE BOARD OF MANAGERS OF DLC GP OR ANY
OTHER COMMITTEE;
(5)
THIS SIDE LETTER AMONG THE PARTIES HERETO
(THE ACTUAL REPRODUCTION OF THE LETTER AS OPPOSED TO ANY DESCRIPTIONS THEREOF);
AND
(D)
NOTWITHSTANDING SECTION 12(A), DCM MAY
DISCLOSE INVESTOR'S NAME, IT'S JURISDICTION OF FORMATION AND ITS INTEREST IN DLC
GP AND FUND I (BUT NOT FOR THE AVOIDANCE OF DOUBT, THE IDENTITIES OF THE
INVESTOR PARENT'S LIMITED PARTNERS) FOR PURPOSES OF MAKING ANY DISCLOSURE
REQUIRED BY TRADING COUNTERPARTIES (INCLUDING DISCLOSURE REQUIRED BY LCDS AND
HEDGE COUNTERPARTIES AND DISCLOSURE REQUIRED IN ORDER TO COMPLY WITH REQUESTS TO
PROVIDE "KYC" INFORMATION AND SIMILAR INFORMATION TO COUNTERPARTIES AND SERVICE
PROVIDERS), PROVIDED THAT ANY SERVICE PROVIDER RECEIVING SUCH INFORMATION AGREES
TO BE BOUND BY CUSTOMARY CONFIDENTIALITY PROVISIONS AND, PROVIDED, FURTHER, THAT
IF INVESTOR CONSENTS TO THE DISCLOSURE OF MORE INFORMATION THAN IS PERMITTED BY
THIS CLAUSE (D) TO ANY-COUNTER PARTY, DCM SHALL BE PERMITTED TO DISCLOSE SUCH
INFORMATION TO FUTURE COUNTER-PARTIES.
(e)
For the avoidance of doubt, nothing in this
Agreement shall authorize DFR, DCM or any Affiliate thereof on the one hand, or
Investor or any Affiliate on the other hand, to issue a press release referring
to the other party (or any Affiliate thereof) without such other party's
consent.
(F)
EXCEPT AS PROVIDED IN SECTIONS
8(C)(1),(2), (4) AND (5), INVESTOR SHALL HAVE THE RIGHT TO APPROVE ANY
DESCRIPTION OR DISCLOSURE OF