Information Sharing and Cooperation Sample Clauses

Information Sharing and Cooperation. Each Party shall cooperate in good faith in connection with the Proposal and the Transaction, including by (a) complying with any information delivery or other requirements entered into by Holdco, a Party or an Affiliate of a Party, (b) participating in meetings and negotiations with Debt Financing lenders, if requested by ▇▇▇▇▇▇ Interactive and the Sponsor, (c) sharing all information in possession of such Party reasonably necessary to evaluate the Target, (d) providing each other or Holdco with all information reasonably required concerning such Party or any matter relating to such Party in connection with the Transaction and any other information a Party may reasonably require in respect of any other Party and its Affiliates for inclusion in the definitive documentation, and (e) consulting with each other Party and otherwise cooperating in good faith on any public statements regarding the Parties’ intentions with respect to the Target, any issuance of which shall be subject to Section 6. 1. Unless the Parties otherwise agree, none of the Parties shall commission a report, opinion or appraisal (within the meaning of Item 1015 of Regulation M-A of the Exchange Act). Notwithstanding the foregoing, no Party is required to make available to the other Parties any of its internal investment committee or board materials or analyses or any information which it considers to be commercially sensitive information or which is otherwise held subject to an obligation of confidentiality. The Parties agree and confirm that ▇▇▇▇▇▇ Interactive shall not provide any information in breach of any of its obligations or fiduciary duties to the Target.

Information Sharing and Cooperation. The Prosecuting Party shall keep the other Party and the Combination Project Committee advised as to material developments and steps to be taken with respect to the Prosecution and Maintenance of any Combination Therapy Patents and shall furnish the other Party and the Combination Project Committee with copies of applications for such Combination Therapy Patents, amendments thereto and other related correspondence to and from patent offices, and permit the other Party a reasonable opportunity to review and offer comments prior to submitting such applications and correspondence to the applicable governmental authority (and will consider in good faith and implement all comments from the other Party (which, for clarity, may require the removal of content from such filings, responses, or submissions), including, to the extent related to the Moderna Product, the mRNA Technology, or the Immatics Product). The non-Prosecuting Party shall reasonably assist and cooperate in the Prosecution and Maintenance of the Combination Therapy Patents. Notwithstanding the foregoing, the Prosecuting Party shall not take any position in a submission to a patent office concerning a Combination Therapy Invention that interprets the scope of a Patent owned by the non-Prosecuting Party without the prior written consent of the non-Prosecuting Party.