Common use of Press Release; Disclosure of Agreement Clause in Contracts

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 4 contracts

Samples: Product Development and Commercialization Agreement, Product Development and Commercialization Agreement (ChemoCentryx, Inc.), Product Development and Commercialization Agreement (ChemoCentryx, Inc.)

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Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except and substance substantially as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. set forth on Exhibit D. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.37.3, neither Party nor such Party’s Affiliates or Founding Companies shall make any public announcements announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) GSK and its Affiliates may make disclosures pertaining solely to SPC-3649, provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to SPC-3649 (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event; provided any press release or other similar public communication by GSK related to efficacy or safety data and/or results of SPC-3649 will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Founding Companies) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx Regulus is a private company with consistent capital requirementscompany, and that ChemoCentryx may, on a selected basis, Regulus may disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers bankers, in each case, where practicable, under appropriate confidentiality provisions substantially equivalent similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 3 contracts

Samples: Exclusive License and Nonexclusive Option Agreement, Exclusive License and Nonexclusive Option Agreement (Regulus Therapeutics Inc.), Exclusive License and Nonexclusive Option Agreement (Isis Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties' activities hereunder, or any results or data arising hereunder, except with the other Party’s 's prior written consent, or except as reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx Anacor and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Anacor and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 3 contracts

Samples: Research and Development Collaboration, Option and License Agreement (Anacor Pharmaceuticals Inc), Research and Development Collaboration, Option and License Agreement (Anacor Pharmaceuticals Inc), Research and Development Collaboration, Option and License Agreement (Anacor Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the PartiesAgreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheldwithheld or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event the press release will still be provided to the other Party for comment before release, each Party shall provide the other with an advance copy of any such announcements at least [***] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by ChemoCentryx TELETHON-HSR and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx TELETHON-HSR and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement under the ADA-SCID Program, or under a Collaboration Program, or under the jointly undertaken activities of a Research Program has already been publicly discloseddisclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, investors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 2 contracts

Samples: Research and Development Collaboration and License Agreement (Orchard Rx LTD), Research and Development Collaboration and License Agreement (Orchard Rx LTD)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the PartiesAgreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheldwithheld or delayed. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event the press release will still be provided to the other Party for comment before release, each Party shall provide the other with an advance copy of any such announcements at least * * * * * prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by ChemoCentryx PROSENSA and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx PROSENSA and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, investors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 2 contracts

Samples: Research and Development Collaboration and License Agreement (Prosensa Holding B.V.), Research and Development Collaboration and License Agreement (Prosensa Holding B.V.)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except and substance substantially as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. set forth on Exhibit G. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.3, neither Party nor such Party’s Affiliates or Parent Companies shall make any public announcements announcements, press releases or other public disclosures concerning this Agreement, the Side Agreement or the Convertible Promissory Note, or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) each Commercializing Party, its Affiliates and Parent Companies may, without the other Party’s approval, make disclosures pertaining solely to its Royalty-Bearing Products, provided, however, that the Commercializing Party will immediately notify (and provide as much advance notice as possible to) the other Party of any event materially related to such other Party’s Royalty-Bearing Products (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by any Party related to efficacy or safety data and/or results of a Royalty-Bearing Product will be submitted to the other Party for review at least [...***...] Business Days (to the extent permitted by law) in advance of such proposed public disclosure, the other Party shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Parent Companies) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx Regulus is a private company with consistent capital requirementscompany, and that ChemoCentryx may, on a selected basis, Regulus may disclose the financial terms of this Agreement, the Side Agreement or the Convertible Promissory Note to potential, bona fide investors and investment bankers bankers, in each case, where practicable, under appropriate confidentiality provisions substantially equivalent similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement, the Side Agreement or the Convertible Promissory Note prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement, the Side Agreement or the Convertible Promissory Note for which confidential treatment should be sought.

Appears in 2 contracts

Samples: Product Development and Commercialization Agreement (Regulus Therapeutics Inc.), Product Development and Commercialization Agreement (Regulus Therapeutics Inc.)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such the form separately agreed upon between the Parties. attached hereto as Exhibit F. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event the press release will still be provided to the other Party for comment before release, each Party shall provide the other with an advance copy of any such announcements at least [ * ] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by ChemoCentryx Dynavax and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Dynavax and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 2 contracts

Samples: Research and Development Collaboration and License Agreement (Dynavax Technologies Corp), Research and Development Collaboration and License Agreement (Dynavax Technologies Corp)

Press Release; Disclosure of Agreement. On or promptly within [**] after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such the form separately agreed upon between the Partiesattached hereto as Schedule 13.6. Neither Subject to Section 13.7, neither Party shall be free to may issue any subsequent press release or other public disclosure regarding the this Agreement or its terms or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is, based on the advice of the Disclosing Party’s counsel, reasonably necessary to comply with all applicable laws Law or regulationsthe rules or regulations of securities regulators or of a securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted). The Parties agree to consult with each other reasonably and in good faith with respect Each Party shall provide to the text and timing other Party a copy of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning announcement regarding this Agreement or the subject matter hereof without (including any filing with the United States Securities and Exchange Commission (or any securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted), including Nasdaq)) reasonably prior written consent to (and in no event less than [**] prior to) its scheduled release. Each Party shall have the right to review and recommend changes to any such announcement, which changes shall be considered in good faith; provided that, except as otherwise reasonably necessary to comply with applicable Law or the rules or regulations of securities regulators or of a securities exchange on which the securities of the otherParty making the announcement (or any of its Affiliates) are listed (or to which an application for listing has been submitted), which shall not be unreasonably withheld. The principles the Party whose announcement has been reviewed shall, except to the extent permitted to be observed by ChemoCentryx and GSK in disclosed pursuant to Section 13.2, remove any such permitted public disclosures with respect Confidential Information of the reviewing Party that the reviewing Party reasonably deems to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries be inappropriate for disclosures by companies comparable to ChemoCentryx and GSKdisclosure. Notwithstanding the foregoing, to the extent information regarding (y) this Agreement or its terms or (z) the Parties’ activities hereunder, or any results or data arising therefrom, has already been publicly disclosed, either each Party (other than a Party that had caused such information to become publicly disclosed in breach of this Article 13) may subsequently disclose substantially the same information to the public without the consent of the other Party. Each Party shall be permitted and without prior notice, and, with respect to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreementclause (z), to the extent that any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands Third Party would be able to make such disclosure; provided that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission such information remains accurate as of such filings, time and shall give due consideration to any reasonable comments by provided the non-filing Party relating to frequency and form of such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtdisclosure are reasonable.

Appears in 1 contract

Samples: Collaboration and Option Agreement (Voyager Therapeutics, Inc.)

Press Release; Disclosure of Agreement. On or promptly within [**] after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such the form separately agreed upon between the Partiesattached hereto as Schedule 13.6. Neither Subject to Section 13.7, neither Party shall be free to may issue any subsequent press release or other public disclosure regarding the this Agreement or its terms or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is, based on the advice of the Disclosing Party’s counsel, reasonably necessary to comply with all applicable laws Law or regulationsthe rules or regulations of securities regulators or of a securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted). The Parties agree to consult with each other reasonably and in good faith with respect Each Party shall provide to the text and timing other Party a copy of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning announcement regarding this Agreement or the subject matter hereof without (including any filing with the United States Securities and Exchange Commission (or any securities exchange on which the securities of such Party or any of its Affiliates are listed (or to which an application for listing has been submitted), including Nasdaq)) reasonably prior written consent to (and in no event less than [**] prior to) its scheduled release. Each Party shall have the right to review and recommend changes to any such announcement, which changes shall be considered in good faith; provided that, except as otherwise reasonably necessary to comply with applicable Law or the rules or regulations of securities regulators or of a securities exchange on which the securities of the otherParty making the announcement (or any of its Affiliates) are listed (or to which an application for listing has been submitted), which shall not be unreasonably withheld. The principles the Party whose announcement has been reviewed shall, except to the extent permitted to be observed by ChemoCentryx and GSK in disclosed pursuant to Section 13.2, remove any such permitted public disclosures with respect Confidential Information of the reviewing Party that the reviewing Party reasonably deems to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries be inappropriate for disclosures by companies comparable to ChemoCentryx and GSKdisclosure. Notwithstanding the foregoing, to the extent information regarding (y) this Agreement or its terms or (z) the Parties’ activities hereunder, or any results or data arising therefrom, has already been publicly disclosed, either each Party (other than a Party that had caused such information to become publicly disclosed in breach of this ARTICLE 13) may subsequently disclose substantially the same information to the public without the consent of the other Party. Each Party shall be permitted and without prior notice, and, with respect to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreementclause (z), to the extent that any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands Third Party would be able to make such disclosure; provided that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission such information remains accurate as of such filings, time and shall give due consideration to any reasonable comments by provided the non-filing Party relating to frequency and form of such filing, including without limitation the provisions of this Agreement for which confidential treatment should be soughtdisclosure are reasonable.

Appears in 1 contract

Samples: Collaboration and Option Agreement (Voyager Therapeutics, Inc.)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except and substance substantially as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. set forth on Exhibit G. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.3, neither Party nor such Party’s Affiliates or Parent Companies shall make any public announcements announcements, press releases or other public disclosures concerning this Agreement, the Side Agreement or the Convertible Promissory Note, or the terms or the subject matter hereof or thereof, without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) each Commercializing Party, its Affiliates and Parent Companies may, without the other Party’s approval, make disclosures pertaining solely to its Royalty-Bearing Products, provided, however, that the Commercializing Party will immediately notify (and provide as much advance notice as possible to) the other Party of any event materially related to such other Party’s Royalty-Bearing Products (including any Regulatory Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by any Party related to efficacy or safety data and/or results of a Royalty-Bearing Product will be submitted to the other Party for review at least [***] Business Days (to the extent permitted by law) in advance of such proposed public disclosure, the other Party shall have the right to expeditiously review and recommend changes to such communication and the Party whose communication has been reviewed shall in good faith consider any changes that are timely recommended by the reviewing Parties and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates or the Parent Companies) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx Regulus is a private company with consistent capital requirementscompany, and that ChemoCentryx may, on a selected basis, Regulus may disclose the financial terms of this Agreement, the Side Agreement or the Convertible Promissory Note to potential, bona fide investors and investment bankers bankers, in each case, where practicable, under appropriate confidentiality provisions substantially equivalent similar to and no less restrictive than those of this Agreement. Each Party shall give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement, the Side Agreement or the Convertible Promissory Note prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement, the Side Agreement or the Convertible Promissory Note for which confidential treatment should be sought.

Appears in 1 contract

Samples: Product Development and Commercialization Agreement (Isis Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except with the other Party’s prior written consent, or except as reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx Anacor and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Anacor and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Research and Development Collaboration, Option and License Agreement (Anacor Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly Promptly after the Effective Date, the Parties shall individually or jointly may each issue a public announcement of the execution of this Agreement in such form separately agreed upon between the PartiesAgreement. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior written consent, or except as (b) for any disclosure that is reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations, with the other Party’s consent not to be unreasonably withheld or delayed beyond a time reasonably in advance of the required disclosure deadline necessary to comply with applicable national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall shah not be unreasonably withheld. Each Party agrees to provide to the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances, when the following notice may not be possible but in which event the press release will still be provided to the other Party for comment before release, each Party shall provide the other with an advance copy of any such announcements at least [***] Days prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure. The principles to be observed by ChemoCentryx Forma and GSK BI in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Forma and GSKBI. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed in the same context, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Stated Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Collaboration and License Agreement (Forma Therapeutics Holdings, Inc.,)

Press Release; Disclosure of Agreement. On or promptly after the Effective Execution Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such a form separately agreed upon between by the Parties, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. Neither After issuance of such press release, except as required by Applicable Laws (including, for clarity, those relating to disclosure of material information to investors), neither Party shall be free to issue any other press release or other similar public disclosure announcement regarding the Agreement Development or Commercialization of Compounds or Licensed Products (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the Parties activities hereunder, or any results or data arising hereunderlike are intended to be covered by Section 8.5 and not subject to this Section 8.4), except with the other Party’s consentconsent or as permitted pursuant to Section 8.3; provided that, notwithstanding the foregoing, Targacept shall not require the consent of AstraZeneca for any press release or except as reasonably necessary similar public announcement (but shall provide any such release to comply with all applicable laws AstraZeneca for its review and consider any comments timely received in good faith) for the achievement of any Milestone Event or regulationsthe payment of any milestone payment. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases release prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make unreasonably withhold, condition or delay consent to any public announcements concerning this Agreement or press release proposed for issuance by the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSKother Party. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed (or disclosed in a scientific or other conference), either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings prior to submission (a) the first filing with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission and (b) any subsequent filing that includes material terms of such filings, this Agreement disclosed for the first time and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Collaboration and License Agreement (Targacept Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.37.3, neither Party shall nor such Party’s Affiliates will make any public announcements announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof without the prior written consent of the other, which shall will not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) except for scientific presentations and publications (which will be governed by Section 7.5 below) each Party or its Affiliates may, without the other Party’s approval, make disclosures pertaining solely to Products (as to Sanofi) or Discontinued Products (as to Regulus), provided, however, that Sanofi will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to Products (including in such notice any disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by Sanofi related to efficacy or safety data and/or results of a Licensed Product will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus will have the right to expeditiously review and recommend changes to such communication and Sanofi will in good faith consider any changes that are timely recommended by Regulus and (b) to the extent information regarding this Agreement Agreement, a Licensed Compound or Product has already been publicly disclosed, either Party (or its Affiliates) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall will give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement prior to submission of such filings, and shall will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Collaboration and License Agreement (Regulus Therapeutics Inc.)

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Press Release; Disclosure of Agreement. On or promptly after The Parties agree that the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement will be made by individual press releases issued by each Party and will not be made in a joint press release. Furthermore, each such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding will be substantially in the Agreement or form of the Parties activities hereunderpress releases attached as APPENDIX 7.3-A and APPENDIX 7.3-B (the “Initial Press Releases”). Except for the Initial Press Releases, or any results or data arising hereunder, except with the other Party’s consent, or except as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.37.3, neither Party shall nor such Party’s Affiliates will make any public announcements announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof without the prior written consent of the other, which shall will not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) except for scientific presentations and publications (which will be governed by Section 7.5 below) each Party or its Affiliates may, without the other Party’s approval, make disclosures pertaining solely to Products (as to Sanofi) or Discontinued Products (as to Regulus), provided, however, that Sanofi will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to Products (including in such notice any disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by Sanofi related to efficacy or safety data and/or results of a Licensed Product will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus will have the right to expeditiously review and recommend changes to such communication and Sanofi will in good faith consider any changes that are timely recommended by Regulus and (b) to the extent information regarding this Agreement Agreement, a Licensed Compound or Product has already been publicly disclosed, either Party (or its Affiliates) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall will give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement prior to submission of such filings, and shall will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after a) After the Effective Date, the Parties either Party shall individually or jointly issue a public be permitted to make an announcement of the execution of concerning this Agreement in such the form separately at as mutually agreed upon between the Parties. Neither on. b) Either Party shall be free entitled to use the other’s name for promotion, publicity, marketing or advertising purpose, provided that the relevant section of the promotional material has been submitted to the other party for approval providing at least [***] business days notice from date of receipt in writing to the JOC members for review and approved in writing by the other Party. In the event that the submitting Party has not received any answer [***] business days from date of receipt of written notification, the promotional material shall be considered approved. OTL shall use its best effort, to include in any publication a statement to recognize the contribution of MolMed in respect to the Services. c) Except to the extent set out in Clause 13.4(a) above or required by law, neither Party shall issue any press release or other public disclosure regarding concerning this Agreement, the Agreement subject matter hereof or the Parties Parties' activities hereunder, or any results or data arising hereunderhereunder (where MolMed intends to disclose), except with the other Party’s consent, 's prior written consent with respect to the specific press release or except as reasonably necessary disclosure proposed to comply with all applicable laws be issued or regulationsreleased. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases and disclosures prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx releases and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filingsdisclosures, and shall give due consideration to any reasonable comments by the non-filing other Party relating to such filingreleases and disclosures, including without limitation the provisions of this Agreement where applicable subject matter for which confidential treatment should may be sought. Where Confidential Information is present within any such releases or disclosures, the owner of the Confidential Information shall have the sole discretion to remove such Confidential Information from the intended release. For the avoidance of doubt with regards to any press release or public disclosure relating to results or data arising hereunder, OTL is not required to obtain MolMed’s prior written consent to the specific press release or disclosure, provided that such publications do not include MolMed Confidential Information.

Appears in 1 contract

Samples: Manufacturing and Technology Development Master Agreement (Orchard Therapeutics PLC)

Press Release; Disclosure of Agreement. 11.3.1 On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement press release of the execution of this Agreement in such the form separately mutually agreed upon between by the Parties. Neither Subject to Sections 11.3.2 and 11.4, neither Party shall be free to may issue any subsequent press release or other public disclosure regarding the this Agreement or its terms or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except (a) with the other Party’s prior consent, or except as (b) for any disclosure that is reasonably necessary in that Party’s sole discretion to comply with all applicable laws securities exchange listing requirements or regulationsother applicable Laws. The Parties agree to consult with each other reasonably and in good faith with respect Each Party shall provide to the text and timing other Party a copy of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning announcement regarding this Agreement or the subject matter hereof without (including any filing with the United States Securities and Exchange Commission (or any stock exchange, including Nasdaq, or any similar regulatory agency in any country other than the United States)), as practicable under the circumstances, reasonably prior written consent to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement, and, except as otherwise required by securities exchange listing requirements or applicable Law, the Party whose announcement has been reviewed shall remove any Confidential Information of the other, which shall not be unreasonably withheld. The principles reviewing Party that the reviewing Party reasonably deems to be observed inappropriate for disclosure and shall give due consideration to any reasonable comments by ChemoCentryx and GSK the reviewing Party relating to such announcement, including the provisions of this Agreement for which confidential treatment should be sought. At the request of either Party, the other Party will reasonably consider in good faith whether a press release or other public disclosure described in this Section 11.3.1 should be a joint release by both Parties and, in such a case, the Parties will use good faith efforts to mutually agree on the content of any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSKjoint release. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly disclosed, either each Party (other than a Party that had caused such information to become publicly disclosed in breach of this ARTICLE 11) may subsequently disclose the same information to the public without the consent of the other Party. . 11.3.2 Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual existing or potential acquirorsprospective investors, lenders, professional advisors, acquirers, merger partners, and professional advisors. In additionsubcontractors, GSK understands licensees or Inbound Licensors, except that, with respect to any disclosure to an Inbound Licensor that ChemoCentryx is a private company with consistent capital requirementsnot Ionis Pharmaceuticals, and PTC acknowledges that ChemoCentryx may, on a selected basis, disclose the financial relevant Inbound Licensor is obligated to retain any information provided to it in confidence only as required pursuant to the terms of this Agreement the applicable In-License Agreement. 11.3.3 If either Party proposes to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings file with the United States Securities and Exchange Commission describing or the terms securities regulators of any state or other jurisdiction a registration statement, periodic report, or any other disclosure document which describes or refers to this Agreement prior to submission under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, or any other applicable securities Law (collectively, the “Securities Acts”), such Party will notify the other Party of such filings, intention and shall give due consideration to any reasonable comments by will provide such other Party with a copy of relevant portions of the non-proposed filing Party relating not less than [**] prior to such filing, including without limitation and will seek to obtain confidential treatment of any information concerning the provisions Agreement that such other Party requests be kept confidential (except to the extent advised by counsel that confidential treatment is not available for such information), and will only disclose Confidential Information which it is advised by counsel is legally required to be disclosed. No such notice will be required under this Section 11.3.3 if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by either Party hereunder or otherwise approved by the other Party. For clarity, the Parties hereby acknowledge and agree that each Party may file this Agreement under the Securities Acts in the United States and that the Parties shall each use reasonable efforts to obtain confidential treatment for mutually agreed upon portions of this Agreement for which confidential treatment should be soughtAgreement.

Appears in 1 contract

Samples: Collaboration and License Agreement (PTC Therapeutics, Inc.)

Press Release; Disclosure of Agreement. On Anacor shall have the right to make an 8-K filing with the Securities and Exchange Commission substantially in the form attached as Exhibit 7 on or promptly after the Effective Date, . Anacor shall have the Parties shall individually or jointly issue right to make a public announcement of the execution of this Agreement substantially in such the form separately agreed upon between of the Partiespress release attached as Exhibit 8 on or after the Effective Date. Neither Party shall be free to issue any other press release or other public disclosure regarding the Agreement or the Parties Parties’ activities hereunder, or any results or data arising hereunder, except with the other Party’s prior written consent, or except as reasonably necessary to comply with all applicable laws national securities exchange listing requirements or laws, rules or regulations. The Parties agree to consult with each other reasonably and in good faith faith, and each Party shall reasonably consider the other Party’s comments, with respect to the text and timing of any such press releases or other public disclosure prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheld. The principles to be observed by ChemoCentryx Anacor and GSK Medicis in any such permitted public disclosures with respect to this Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Anacor and GSKMedicis. Notwithstanding the foregoing, to the extent information Information regarding this Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, either Party may subsequently disclose the same information Information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. prior to submission of such filings, and shall give due consideration to consider any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Research and Development Option and License Agreement (Anacor Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement, the Option Agreement, the Merger Agreement and the License Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding this Agreement, the Option Agreement, the Merger Agreement or the Parties License Agreement, or the Parties’ activities hereunderhereunder or thereunder, or any results or data arising hereunderhereunder or thereunder, except (a) with the other Party’s consentprior written consent (which consent shall not be unreasonably withheld), or except (b) as reasonably necessary to comply with all applicable laws national securities exchange listing requirements or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereoflaws, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law rules or regulations or (c) as otherwise permitted in accordance with this Section 9.3, neither Article VII. Each Party shall make agrees to provide to the other Party a copy of any public announcements concerning announcement or disclosure regarding this Agreement, the Option Agreement, the Merger Agreement or the License Agreement, or the subject matter hereof without or thereof, as soon as reasonably practicable under the circumstances prior written consent to such public announcement’s or disclosure’s scheduled release, and, absent extraordinary circumstances, at least three (3) Business Days prior to such public announcement’s or disclosure’s scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement or disclosure and, except as otherwise required by laws, rules or regulations, the Party whose announcement has been reviewed shall remove any Confidential Information of the other, which shall not reviewing Party that the reviewing Party reasonably deems to be unreasonably withheldinappropriate for disclosure. The principles to be observed by ChemoCentryx Mpex and GSK Axcan in any such permitted public disclosures with respect to this Agreement, the Option Agreement, the Merger Agreement or the License Agreement shall be: accuracyaccuracy and completeness, the requirements of confidentiality under this Article 97, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx Mpex and GSKAxcan. Notwithstanding the foregoing, to the extent information regarding this Agreement, the Option Agreement, the Merger Agreement or the License Agreement has already been publicly discloseddisclosed other than through any act or omission of a Party in breach of this Agreement, the Option Agreement, the Merger Agreement or the License Agreement, either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, the Option Agreement, the Merger Agreement or the License Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement and the Merger Agreement, to any actual or potential acquirorsacquirers, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Development Agreement (Aptalis Pharma Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly Sanofi agrees that Regulus may issue a public announcement of press release (which will not be a joint press release) announcing the execution of this Agreement in such substantially the form separately agreed upon between attached as APPENDIX 12 (the Parties“Second Restatement Press Release”). Neither Party shall be free to issue any press release or other public disclosure regarding From and after the Agreement or Second Restatement Date, except for the Parties activities hereunderSecond Restatement Press Release, or any results or data arising hereunder, except with the other Party’s consent, or except as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releases. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.37.3, neither Party shall nor such Party’s Affiliates will make any public announcements announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof without the prior written consent of the other, which shall will not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) except for scientific presentations and publications (which will be governed by Section 7.5 below) each Party or its Affiliates may, without the other Party’s approval, make disclosures pertaining solely to Products (as to Sanofi) licensed to Sanofi or Discontinued Products (as to Regulus), provided, however, that Sanofi will immediately notify (and provide as much advance notice as possible to) Regulus of any event materially related to Products (including in such notice any disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by Sanofi related to efficacy or safety data and/or results regarding a Licensed Compound or Product will be submitted to Regulus for review at least five (5) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Regulus will have the right to expeditiously review and recommend changes to such communication and Sanofi will in good faith consider any changes that are timely recommended by Regulus and (b) to the extent information regarding this Agreement Agreement, a Licensed Compound or Product has already been publicly disclosed, either Party (or its Affiliates) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.the

Appears in 1 contract

Samples: Collaboration and License Agreement (Regulus Therapeutics Inc.)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or will jointly issue a public announcement of the execution of this Agreement in such form separately agreed upon between the Parties. Neither Party shall be free to issue any press release or other public disclosure regarding the Agreement or the Parties activities hereunder, or any results or data arising hereunder, except with the other Party’s consent, or except and substance substantially as reasonably necessary to comply with all applicable laws or regulations. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold consent to such releasesset forth on SCHEDULE 11.3. Except to the extent required by law to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 9.311.3, neither Party shall nor such Party’s Affiliates will make any public announcements announcements, press releases or other public disclosures concerning this Agreement or the terms or the subject matter hereof without the prior written consent of the other, which shall will not be unreasonably withheld. The principles to be observed by ChemoCentryx and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries for disclosures by companies comparable to ChemoCentryx and GSK. Notwithstanding the foregoing, (a) except for scientific presentations and publications (which will be governed by Section 11.6 below) each Commercializing Party or its Affiliates may, without the other Party’s approval, make disclosures pertaining solely to Licensed Products (as to GSK) or Discontinued Products (as to Isis), provided, however, that GSK will immediately notify (and provide as much advance notice as possible to) Isis of any event materially related to Licensed Products (including in such notice any disclosure of clinical data or results, material regulatory filings or Approval) so that the Parties may analyze the need for or desirability of publicly disclosing or reporting such event, any press release or other similar public communication by GSK related to efficacy or safety data and/or results of a Licensed Product will be submitted to Isis for review at least [***] ([***]) Business Days (to the extent permitted by law) in advance of such proposed public disclosure, Isis will have the right to expeditiously review and recommend changes to such communication and GSK will in good faith consider any changes that are timely recommended by Isis or GSK, as the case may be, and (b) to the extent information regarding this Agreement has already been publicly disclosed, either Party (or its Affiliates) may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, to any actual or potential acquirors, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall will give the other Party a reasonable opportunity (to the extent consistent with law) to review all material filings with the United States Securities and Exchange Commission SEC describing the terms of this Agreement prior to submission of such filings, and shall will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Research, Development and License Agreement (Isis Pharmaceuticals Inc)

Press Release; Disclosure of Agreement. On or promptly after the Effective Date, the Parties shall individually or jointly issue a public announcement of the execution of this Agreement in such a form separately agreed upon between by the Parties, and either Party may make subsequent public disclosure of the contents of such press release without further approval of the other Party. Neither Party shall be free to issue any other press release or other similar public disclosure announcement regarding the Agreement or (it being understood that publication in scientific journals, presentation at scientific conferences and meetings and the Parties activities hereunder, or any results or data arising hereunderlike are intended to be covered by Section 9.6 and EXECUTION VERSION -108- not subject to this Section 9.3), except with the other Party’s consent, or except as reasonably necessary permitted pursuant to comply with all applicable laws Section 9.2; provided that, notwithstanding the foregoing, Targacept shall not require the consent of GSK for any press release or regulationssimilar public announcement (but shall provide any such release to GSK for its review and consider any comments timely received in good faith) (i) for the [********] or [********] or (ii) [********]. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of any such press releases prior to the issuance thereof, and a Party may not unreasonably withhold withhold, condition or delay consent to any such releases. Except to the extent required by law or as otherwise permitted in accordance with this Section 9.3, neither Party shall make any public announcements concerning this Agreement or the subject matter hereof without the prior written consent of the other, which shall not be unreasonably withheldrelease. The principles to be observed by ChemoCentryx Targacept and GSK in any such permitted public disclosures with respect to this Agreement shall be: accuracy, the requirements of confidentiality under this Article 9, and the normal business practice in the pharmaceutical and biotechnology industries industry for disclosures by companies of comparable size to ChemoCentryx GSK and GSKTargacept, respectively. Notwithstanding the foregoing, to the extent information regarding this Agreement has already been publicly discloseddisclosed (or disclosed in a scientific or other conference), either Party may subsequently disclose the same information to the public without the consent of the other Party. Each Party shall also be permitted to disclose the terms of this Agreement, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, Agreement to any actual or potential investors, consultants, bankers, acquirors, acquirees, merger partners, and professional advisors. In addition, GSK understands that ChemoCentryx is a private company with consistent capital requirements, and that ChemoCentryx may, on a selected basis, disclose the financial terms of this Agreement to potential, bona fide investors and investment bankers in each case, where practicable, under appropriate confidentiality provisions substantially equivalent to those of this Agreement. Each Party shall give the other Party a reasonable opportunity to review all filings the first filing with the United States Securities and Exchange Commission describing the terms of this Agreement prior to submission of such filings, filings and any subsequent filing that includes material terms of this Agreement disclosed for the first time and shall give due consideration to any reasonable comments by the non-filing Party relating to such filing, including without limitation the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Product Development and Commercialization Agreement (Targacept Inc)

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