Common use of After Option Exercise Clause in Contracts

After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with content as mutually agreed, (C) acknowledge Akcea’s and Ionis’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbol.

After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with content as mutually agreed, (C) acknowledge Akcea’s and Ionis’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbol.

After Option Exercise. Except (i) On a Licensed Target Program-by-Licensed Target Program basis following Blueprint’s exercise of the Option with respect to such Licensed Target Program in accordance with Section 3.3, Blueprint will have the first right, but not the obligation, at its sole expense, to Prosecute the Product Patents, Proteovant Patents, and Joint Patents using outside counsel of its choice and reasonably acceptable to Proteovant; provided, however, that at Blueprint’s request, Proteovant will prepare the initial draft applications or certain sections of the initial draft applications for such Product Patents, Proteovant Patents, and Joint Patents. (ii) In the event Proteovant exercises its Opt-In Right with respect to an Eligible Opt-In Program, then, with respect to the applicable Opt-In Compound and Opt-In Product, Blueprint or Blueprint’s outside counsel will keep Proteovant reasonably informed of its progress, with respect to such Product Patents, Proteovant Patents, and Joint Patents for Opt-In Compounds and Opt-In Products in the Opt-In Territory, and Blueprint or Blueprint’s outside counsel will provide Proteovant with copies of any material documents it receives or prepares in connection with the Prosecution of such Product Patents, Proteovant Patents, or Joint Patents filed in the Opt-In Territory and will inform Proteovant of the progress of such documents. Before filing any document with a patent office in connection with the Prosecution of such Product Patents, Proteovant Patents, or Joint Patents, Blueprint or Blueprint’s outside counsel will provide a copy of such document to Proteovant sufficiently in advance to enable Proteovant to comment on it, and Blueprint will give due consideration to such comments and will reasonably incorporate any of such comments in Blueprint’s filings or responses to the extent required to comply with such comments are provided sufficiently in advance of any applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates filing deadlines. The Parties will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * cooperate [***Confidential Treatment Requested for review ] to ensure that patent applications Covering the Licensed Compounds and Licensed Products are made at a time and with a scope that will maximize the commercial potential of the Licensed Compounds and Licensed Products. (iii) In the event that Blueprint elects not to Prosecute in any country any Patent within such Product Patents, Proteovant Patents, or Joint Patents, Blueprint will give Proteovant at least [***] ([***]) Business Days in advance of notice before any relevant deadline and provide to Proteovant information it reasonably requests relating to such proposed public disclosureProduct Patent, (ii) Novartis Proteovant Patents, or Joint Patent. Proteovant will then have the right to review and recommend changes to assume responsibility, using outside counsel of its choice, for the Prosecution of such communicationProduct Patent, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereofProteovant Patents, or that are significant to a Joint Patent. If Proteovant assumes responsibility for such Product (limited to disclosures concerning Product regulatory filings Patents, Proteovant Patents, or Joint Patents as set forth above, then the Patent Prosecution Costs incurred by Proteovant and approvals its counsel in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance the course of such proposed public disclosure, (ii) Akcea Prosecution will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended thereafter be borne by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with content as mutually agreed, (C) acknowledge Akcea’s and Ionis’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbolProteovant.

After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested 71 for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by AkceaXxxxx, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea Xxxxx and Novartis with content as mutually agreed, (C) acknowledge AkceaXxxxx’s and IonisXxxxx’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbol.