Common use of Press Releases and Other Public Statements Clause in Contracts

Press Releases and Other Public Statements. Except for any publications or presentations that are made consistent with ARTICLE 12 and those certain press releases made in connection with the execution of the Stock Purchase Agreement and the Preliminary Collaboration Agreement, neither Party nor its Affiliates will make any public announcements, press releases, regulatory filing or other public disclosures, written or oral, whether to the public, the press, stockholders or otherwise, concerning this Agreement or the terms and conditions or the subject matter hereof, the performance hereof or the Parties’ activities hereunder, or any results or data arising hereunder (a “Public Statement”), except: (a) with the prior written consent of the other Party (which may be conditional upon certain restrictions as to the content or distribution of such Public Statement); or (b) for such Public Statements, as in the opinion of the Party intending to make such Public Statement, are required to comply with applicable Law, regulation, rule or legal process (including the regulations of any stock exchange) (a “Legal Requirement”) and which in any event contain only the minimum disclosure necessary to comply with the relevant Legal Requirement. Each Party agrees, to the extent permitted by Legal Requirements, in any event to provide the other Party with a copy of any proposed Public Statement 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 proposed Public Statement will still be provided to the other Party for comment before release (which the releasing Party shall use reasonable efforts to provide at least forty-eight (48) hours prior to the intended time of publication), and to the extent permitted by Legal Requirements, each Party shall provide the other Party with an advance copy of any such Public Statement at least seven (7) days prior to its scheduled release. Each Party furthermore shall have the right to review and recommend changes to any such announcement and, except as otherwise required by Legal Requirement, 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, subject to the exceptions in Section 16.2(a). Each Party agrees in any event to give the other Party a reasonable opportunity (to the extent consistent with Legal Requirements) to review all [***] Public Statements required by Legal Requirements to be filed with the Securities and Exchange Commission or similar body prior to submission of such filings, and will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Definitive Collaboration Agreement (Vir Biotechnology, Inc.)

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Press Releases and Other Public Statements. Except for any publications or presentations that are made consistent with ARTICLE 12 Article 13 and those certain a jointly agreed press releases made in connection with release announcing the execution formation of the Stock Purchase Agreement Collaboration, to be issued by GSK and 23andMe at a time agreed by the Preliminary Collaboration AgreementParties, neither Party nor its Affiliates will make any public announcements, press releases, regulatory filing or other public disclosures, written or oral, whether to the public, the press, stockholders or otherwise, concerning this Agreement or the terms and conditions or the subject matter hereof, the performance hereof or the Parties’ activities hereunder, or any results or data arising hereunder (a “Public Statement”), except: (a) with the prior written consent of the other Party (which may be conditional upon certain restrictions as to the content or distribution of such Public Statement); or (b) for such Public Statements, as in the opinion of the counsel for the Party intending to make such Public Statement, are required to comply with applicable Law, regulation, rule or legal process (including the regulations of any stock exchange) (a “Legal Requirement”) and which in any event contain only the minimum disclosure necessary to comply with the relevant Legal Requirement. Each Party agrees, to the extent permitted by Legal Requirements, agrees in any event to provide the other Party with a copy of any proposed Public Statement 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 proposed Public Statement will still be provided to the other Party for comment before release (which the releasing Party shall use reasonable efforts to provide at least forty-eight (48) [***] hours prior to the intended time of publication), and to the extent permitted by Legal Requirements, each Party shall provide the other Party with an advance copy of any such Public Statement at least seven (7) [***] days prior to its scheduled release. Each Party furthermore shall have the right to review and recommend changes to any such announcement and, except as otherwise required by Legal Requirement, 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, subject to the exceptions in Section 16.2(a). Each Party agrees in any event to give the other Party a reasonable opportunity (to the extent consistent with Legal Requirements) to review all [***] Public Statements required by Legal Requirements to be filed with the Securities and Exchange Commission or similar body prior to submission of such filings, and will give due consideration to any reasonable comments by the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be sought.

Appears in 1 contract

Samples: Collaboration Agreement (VG Acquisition Corp.)

Press Releases and Other Public Statements. Except Both Parties shall keep the terms of this Agreement confidential and such terms shall be treated as Confidential Information of both Parties in accordance with this Article 10 (Confidentiality; Publications and Presentations) (and for any clarity subject to Section 10.3 (Authorized Disclosure)), except that each Party may make the publications or and presentations that are made consistent with ARTICLE 12 described in Sections 10.8 (Scientific Publications) on the terms set forth therein, and those certain press releases made in connection with each Party may (a) issue a public announcement of the execution of the Stock Purchase Agreement and the Preliminary Collaboration Agreement, neither Party nor its Affiliates will make any public announcements, press releases, regulatory filing or other public disclosures, written or oral, whether to the public, the press, stockholders or otherwise, concerning this Agreement in a form attached hereto as Schedule 10.6; (b) disclose the content of the Agreement to existing or the terms and conditions prospective attorneys, auditors, advisors, consultants, contractors, existing or the subject matter hereofprospective collaboration partners, the performance hereof licensees, sublicensees, existing or the Parties’ activities hereunderprospective shareholders, investors, prospective acquirers, or any results or data arising hereunder prospective lenders for limited purposes under obligations of confidentiality and non-use no less restrictive than those in this Agreement; (a “Public Statement”), except: (ac) with the prior written consent of the other Party (which may be conditional upon certain restrictions as to disclose the content or distribution as necessary to subcontractors, sublicensees and other bona fide collaboration partners under obligations of such Public Statement)confidentiality and non-use similar to those in this Agreement; or (bd) for such Public Statementsas necessary as required by securities regulators, as in the opinion of the Party intending to make such Public Statement, are required to comply with applicable Law, regulation, rule or legal process (including the regulations rules of any stock exchange) (a “Legal Requirement”) and which in any event contain only the minimum disclosure necessary to comply with the relevant Legal Requirement. Each Party agrees, to the extent permitted by Legal Requirements, in any event to provide the other Party with a copy exchange or as part of any proposed listing of the securities of ITEOS or GSK on any stock exchange. Any public announcement to be made in accordance with this Section 10.6 (Press Releases and Other Public Statement 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 proposed Public Statement Statements) will still be provided by the publishing Party to the other Party for comment before release (which the releasing Party shall use reasonable efforts to provide at least forty-eight (48) hours prior to the intended time of publication), and to the extent permitted by Legal Requirements, each Party shall provide the other Party with an advance copy of any such Public Statement at least seven (7) [***] days prior to its scheduled release. Each Party furthermore shall have the right to review and recommend changes to any such announcement and; provided that, except as otherwise required by Legal Requirement, if the Party whose proposing such public announcement has been reviewed shall remove any Confidential Information of cannot provide the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure, subject to the exceptions in Section 16.2(a). Each Party agrees in any event to give the other Party a reasonable opportunity (to the extent consistent with Legal Requirements) to review all [***] Public Statements required by Legal Requirements days’ notice due to be filed extraordinary circumstances, such Party will provide the reviewing Party with the Securities proposed public statement for comment at least [***] before release. Notwithstanding the foregoing in this Section 10.6 (Press Releases and Exchange Commission Other Public Statements), a Party may make subsequent public announcements or similar body prior press releases solely of information previously publicly disclosed in accordance with this Article 10 (Confidentiality; Publications and Presentations) without the advance written consent of the other Party, so long as (i) such subsequent public announcements or press releases are released without changes to submission the substantive information provided therein, (ii) are released within [***] months of such filingsthe original release, and will give due consideration to any reasonable comments (iii) the information provided therein is still considered accurate and has not been superseded by the non-filing Party relating to other subsequent information known by such filing, including the provisions of this Agreement for which confidential treatment should be soughtParty.

Appears in 1 contract

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

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Press Releases and Other Public Statements. Except Both Parties shall keep the terms of this Agreement confidential and such terms shall be treated as Confidential Information of both Parties in accordance with this ARTICLE 9 (and for any clarity subject to Section 9.2), except that each Party may make the publications or and presentations that are made consistent with ARTICLE 12 described in Sections 9.6 through 9.8 on the terms set forth therein, and those certain press releases made in connection with each Party may (a) issue a public announcement of the execution of the Stock Purchase Agreement and the Preliminary Collaboration Agreement, neither Party nor its Affiliates will make any public announcements, press releases, regulatory filing or other public disclosures, written or oral, whether to the public, the press, stockholders or otherwise, concerning this Agreement in a form attached hereto as Schedule 9.5; (b) disclose the content of the Agreement to existing or the terms and conditions prospective attorneys, auditors, advisors, consultants, contractors, existing or the subject matter hereofprospective collaboration partners, the performance hereof licensees, sublicensees, existing or the Parties’ activities hereunderprospective shareholders, investors, prospective acquirers, or any results or data arising hereunder prospective lenders for limited purposes under obligations of confidentiality and non-use no less restrictive than those in this Agreement; (a “Public Statement”), except: (ac) with the prior written consent of the other Party (which may be conditional upon certain restrictions as to disclose the content or distribution as necessary to subcontractors, sublicensees and other bona fide collaboration partners under obligations of such Public Statement)confidentiality and non-use similar to those in this Agreement; or (bd) for such Public Statementsas necessary as required by securities regulators, as in the opinion of the Party intending to make such Public Statement, are required to comply with applicable Law, regulation, rule or legal process (including the regulations rules of any stock exchange or as part of any listing of the securities of IDEAYA or GSK on any stock exchange) (a “Legal Requirement”) and which . Neither Party will use the other’s name or logo in any event contain only press release or product advertising, or for any other promotional purpose, without first obtaining the minimum disclosure necessary other's written consent and entering into appropriate trademark or housemark licenses, as applicable. Any public announcement to comply be made in accordance with the relevant Legal Requirement. Each Party agrees, to the extent permitted by Legal Requirements, in any event to provide the other Party with a copy of any proposed Public Statement 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 proposed Public Statement this Section 9.5 will still be provided by the publishing Party to the other Party for comment before release (which the releasing Party shall use reasonable efforts to provide at least forty-eight (48) hours prior to the intended time of publication), and to the extent permitted by Legal Requirements, each Party shall provide the other Party with an advance copy of any such Public Statement at least seven (7) [***] days prior to its scheduled release. Each Party furthermore shall have the right to review and recommend changes to any such announcement and; provided that, except as otherwise required by Legal Requirement, if the Party whose proposing such public announcement has been reviewed shall remove any Confidential Information of cannot provide the reviewing Party that the reviewing Party reasonably deems to be inappropriate for disclosure, subject to the exceptions in Section 16.2(a). Each Party agrees in any event to give the other Party a reasonable opportunity (to the extent consistent with Legal Requirements) to review all [***] Public Statements required by Legal Requirements days’ notice due to be filed extraordinary circumstances, such Party will use reasonable efforts to provide the reviewing Party with the Securities and Exchange Commission proposed public statement for comment at least [***] hours before release. Notwithstanding the foregoing in this Section 9.5, a Party may make subsequent public announcements or similar body prior press releases of solely of information previously publicly disclosed in accordance with this ARTICLE 9 without the advance written consent of the other Party, so long as (i) such subsequent public announcements or press releases are released without changes to submission the substantive information provided therein, (ii) are released within [***] months of such filingsthe original release, and will give due consideration (iii) the information provided therein is still considered accurate and has not been superseded by other subsequent information known by IDEAYA. [***] Certain information in this document has been excluded pursuant to any reasonable comments by Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the non-filing Party relating to such filing, including the provisions of this Agreement for which confidential treatment should be soughtregistrant if publicly disclosed.

Appears in 1 contract

Samples: Collaboration, Option and License Agreement (IDEAYA Biosciences, Inc.)

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