Common use of Further Publicity Clause in Contracts

Further Publicity. The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding Licensed Products in the Shire Territory and other activities in connection with this Agreement in the Shire Territory that may involve Confidential Information of the other Party generated or obtained in connection with this Agreement pertaining to the Licensed Products, beyond what is required by Law, and each Party may make such public disclosures from time to time with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Party. Such disclosures may include, without limitation, achievement of Development milestones, significant events in the Development and regulatory process with respect to Licensed Products, Commercialization activities and the like. When a Party (the “Initiating Party”) elects to make any such public disclosure under this Section 14.6.2, it will give the other Party (the “Cooperating Party”) at least five (5) Business Days notice to review and comment on such statement, it being understood that if the Cooperating Party does not notify the Initiating Party in writing within such five (5) Business Day period of any objections, such disclosure shall be deemed approved, and in any event the Cooperating Party shall work diligently and reasonably to agree on the text of any approved disclosure in an expeditious manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the FDA (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Party’s business.

Appears in 1 contract

Samples: License and Collaboration Agreement (Amicus Therapeutics Inc)

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Further Publicity. The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding the Licensed Products in the Shire Territory Field and other activities in connection with this Agreement in the Shire Territory that may involve Confidential Information of the other Party generated or obtained in connection with include information that is not otherwise permitted to be disclosed under this Agreement pertaining to the Licensed ProductsARTICLE IX, and that may be beyond what is required by Lawlaw, and each Party may make such public disclosures from time to time in accordance with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Partyprocedures set forth below. Such disclosures may include, without limitation, include achievement of Development milestones, significant events in the Development development and regulatory process with respect to Licensed Productsprocess, Commercialization commercialization activities and the like. When Except for the initial press releases described in Section 9.4.1, whenever a Party (the “Initiating Requesting Party”) elects to make any such public disclosure under this Section 14.6.2disclosure, it will give shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least five [***] [***] in advance of issuing such press release or making such public announcement (5or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [***] [***] in advance); provided, however, that a Party may issue such press release or public announcement without such prior review by the other Party if (i) Business Days notice to review the *** Certain information has been excluded from this agreement because it is both (i) not material and comment on (ii) would be competitively harmful if publicly disclosed. contents of such statementpress release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, it being understood (ii) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information, and (iii) such press release or public announcement does not contain the other Party’s name. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that if the Cooperating Party does not notify may have regarding the Initiating Party in writing within such five (5) Business Day period of any objections, such disclosure shall be deemed approvedproposed press release or public announcement, and in any event the Cooperating Requesting Party shall work diligently and reasonably to agree on the text of consider any approved disclosure such objections or suggestions that are provided in an expeditious a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the FDA (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Requesting Party’s business.

Appears in 1 contract

Samples: Collaboration and License Agreement (Alector, Inc.)

Further Publicity. The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding the Licensed Products in the Shire Territory Field and other activities in connection with this Agreement in the Shire Territory that may involve Confidential Information of the other Party generated or obtained in connection with include information that is not otherwise permitted to be disclosed under this Agreement pertaining to the Licensed ProductsARTICLE X, and that may be beyond what is required by Lawlaw, and each Party may make such public disclosures from time to time in accordance with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Partyprocedures set forth below. Such disclosures may include, without limitation, include achievement of Development milestones, significant events in the Development development and regulatory process with respect to Licensed Productsprocess, Commercialization commercialization activities and the like. When Except for the initial press releases described in Section 10.4.1 or any disclosure made pursuant to the provisions set forth in Sections 10.1, 10.3 or 10.5, neither Party will issue any press release or public announcement relating to the terms and conditions of this Agreement without the prior written approval of the other Party (such approval not to be unreasonably withheld), provided however, (a) whenever a Party (the “Initiating Requesting Party”) elects to make any such public disclosure under this Section 14.6.2disclosure, it will give shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least five (5) [***] Business Days in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least [***] Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior review and comment on or approval by the other Party if (i) the contents of such statementpress release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, it being understood (ii) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information, or (iii) such press release or public announcement does not contain the other Party’s name. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that if the Cooperating Party does not notify may have regarding the Initiating Party in writing within such five (5) Business Day period of any objections, such disclosure shall be deemed approvedproposed press release or public announcement, and in any event the Cooperating Requesting Party shall work diligently and reasonably to agree on the text of consider any approved disclosure such objections or suggestions that are provided in an expeditious a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the FDA (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Requesting Party’s business.

Appears in 1 contract

Samples: Collaboration and License Agreement (Arcellx, Inc.)

Further Publicity. The Parties acknowledge (a) Except as permitted pursuant to Section 9.2 or as expressly provided in Section 9.3.1, this Section 9.3.2(a), Section 9.3.2(b) or Section 9.4 in accordance with the importance terms therein, as applicable, neither Party shall issue any press release or public statement disclosing information relating to (a) with respect to both Parties, this Agreement or the transactions contemplated hereby or the terms hereof; or (b) with respect to Arrowhead, the Development, Manufacture or Commercialization of supporting each other’s efforts to publicly disclose results and significant developments regarding any Licensed Products Construct or Licensed Product in the Shire Territory and other activities Territory, in connection with this Agreement in each case ((a) or (b)), without the Shire Territory that may involve Confidential Information prior written consent of the other Party generated or obtained in connection with this Agreement pertaining to the Licensed Products, beyond what is required by Law, and each Party may make such public disclosures from time to time with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Party. Such disclosures may include, without limitation, achievement of Development milestones, significant events in the Development and regulatory process with respect to Licensed Products, Commercialization activities and the like. When If a Party (the “Initiating Party”) elects desires to make any such public disclosure under this Section 14.6.2, it will give announcement that would require the consent of the other Party in accordance with this Section 9.3.2, either directly or indirectly (such as through an Affiliate), such Party shall provide the “Cooperating Party”) at least five (5) Business Days notice other Party with a draft of the proposed announcement and provide the other Party a reasonable opportunity to review and comment on the nature, text, and timing of such statementannouncement, it being understood that if which shall be brief and factual. (b) Notwithstanding Section 9.3.2(a), GSK shall have the Cooperating Party does not notify right to issue any press release or public statement disclosing information with respect to the Initiating Party in writing within such five (5) Business Day period Development, Manufacture or Commercialization of any objectionsLicensed Construct or Licensed Product without requiring the prior written consent of Arrowhead. (c) Notwithstanding Section 9.3.2(a), such disclosure but without limiting Arrowhead’s rights under Section 9.2, Arrowhead shall be deemed approvedhave the right to issue any press release, and in any event without requiring the Cooperating Party shall work diligently and reasonably prior written consent of GSK but subject to agree on the text terms of this Section 9.3.2(c), solely with respect to factual statements disclosing information with respect to the Development, Manufacture or Commercialization of any approved disclosure Licensed Construct or Licensed Product in an expeditious manner. The principles the Territory, in each case, solely to be observed in the extent that such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions information has already been made public through a press release issued by GSK or any of the FDA its Affiliates or Sublicensees (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Party’s business.provided that such previously publicized

Appears in 1 contract

Samples: License Agreement (Arrowhead Pharmaceuticals, Inc.)

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Further Publicity. The Parties acknowledge Except for the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding Licensed Products initial press releases described in the Shire Territory and other activities in connection with this Agreement in the Shire Territory that may involve Confidential Information of the other Party generated or obtained in connection with this Agreement pertaining to the Licensed ProductsSection 14.3.2, beyond what is required by Law, and each Party may make such public disclosures from time to time with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Party. Such disclosures may include, without limitation, achievement of Development milestones, significant events in the Development and regulatory process with respect to Licensed Products, Commercialization activities and the like. When whenever a Party (the “Initiating Requesting Party”) elects to make any such public disclosure under this Section 14.6.2disclosure, it will give shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least five (5) three Business Days in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange, with as much advance notice as possible under the circumstances if it is not possible to provide notice at least three Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior review by the other Party if (a) the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party; (b) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information; (c) such press release solely relates to the achievement of milestone events under Section 9.3 and comment on Section 9.4 and payments (including amounts) therefore; and (d) such statement, it being understood press release or public announcement does not contain the other Party’s name. The Cooperating Party may notify the Requesting Party -85- of any reasonable objections or suggestions that if the Cooperating Party does not notify may have regarding the Initiating Party in writing within such five (5) Business Day period of any objections, such disclosure shall be deemed approvedproposed press release or public announcement, and in any event the Cooperating Requesting Party shall work diligently and reasonably to agree on the text of consider any approved disclosure such objections or suggestions that are provided in an expeditious a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the FDA (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Requesting Party’s business.

Appears in 1 contract

Samples: Collaboration and License Agreement (Gossamer Bio, Inc.)

Further Publicity. The Parties acknowledge the importance of supporting each other’s efforts to publicly disclose results and significant developments regarding Licensed the Products in the Shire Territory Field and other activities in connection with this Agreement in the Shire Territory that may involve Confidential Information of the other Party generated or obtained in connection with include information that is not otherwise permitted to be disclosed under this Agreement pertaining to the Licensed ProductsARTICLE IX, and that may be beyond what is required by Lawlaw, and each Party may make such public disclosures from time to time with the approval of the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. -66- other Partytime. Such disclosures may include, without limitation, include achievement of Development milestones, significant events in the Development development and regulatory process with respect to Licensed Productsprocess, Commercialization commercialization activities and the like. When Except for the initial press releases described in Section 9.4.1, whenever a Party (the “Initiating Requesting Party”) elects to make any such public disclosure under this Section 14.6.2disclosure, it will give shall first notify the other Party (the “Cooperating Party”) of such planned press release or public announcement and provide a draft for review at least five (5) three Business Days in advance of issuing such press release or making such public announcement (or, with respect to press releases and public announcements that are required by applicable Law, or by regulation or rule of any public stock exchange (including NASDAQ), with as much advance notice as possible under the circumstances if it is not possible to provide notice at least three Business Days in advance); provided, however, that a Party may issue such press release or public announcement without such prior review by the other Party if (i) the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, (ii) such press release or public announcement does not materially differ from the previously issued press release or other publicly available information, and comment on (iii) such statement, it being understood press release or public announcement does not contain the other Party’s name. The Cooperating Party may notify the Requesting Party of any reasonable objections or suggestions that if the Cooperating Party does not notify may have regarding the Initiating Party in writing within such five (5) Business Day period of any objections, such disclosure shall be deemed approvedproposed press release or public announcement, and in any event the Cooperating Requesting Party shall work diligently and reasonably to agree on the text of consider any approved disclosure such objections or suggestions that are provided in an expeditious a timely manner. The principles to be observed in such disclosures shall include accuracy, compliance with applicable Law and regulatory guidance documents, reasonable sensitivity to potential negative reactions of the FDA (and its foreign counterparts) and the need to keep investors informed regarding the Initiating Requesting Party’s business.

Appears in 1 contract

Samples: Collaboration and License Agreement (Pharmacyclics Inc)

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