Common use of Publicity; Filing of this Agreement Clause in Contracts

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give at least three (3) Business Days advance notice of any such legally required disclosure to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation or Nasdaq regulation or any Governmental Authority, including without limitation the SEC, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The After the execution of the January Agreement, the Parties shall jointly agree upon announced the necessity and content execution of any the January Agreement using the form of the press release substantially in connection with the transactions set forth hereinform attached as Exhibit E (the “Joint Press Release”). Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (i) any disclosure that which is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give be given at least three (3) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such the other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq regulation or any Governmental Authority, including without limitation the SECU.S. Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the U.S. Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. In furtherance of the foregoing, the Parties will agree as promptly as practicable after the Effective Date on the confidential treatment request to be filed with the U.S. Securities and Exchange Commission and the redacted form of this Agreement related thereto. In that connection, any redaction reasonably requested by either Party shall be included in such filing. The Parties will reasonably cooperate in responding promptly to any comments received from the U.S. Securities and Exchange Commission with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if such treatment is not achieved after the second round of responses to comments from the U.S. Securities and Exchange Commission.

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that a Party may (ia) once a press release or other public announcement is approved in writing by both Parties, make subsequent public disclosure of the information contained in such press release or other public announcement without the further approval of the other Party, and (b) any disclosure that which is required by applicable Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the non-disclosing Party shall give be given at least three seven (37) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq NASDAQ regulation or any Governmental Authority, including without limitation the SECU.S. Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the U.S. Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. Attached hereto as Schedule 10.6 is the press release Oscient shall issue concurrently herewith. The Parties shall jointly agree upon the necessity and content of any other press release in connection with the transactions set forth hereincontemplated hereby. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party Party, and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give at least three (3) Business Days advance notice of any such legally required disclosure to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or any of the Other Agreements, or a notification thereof of any such documents to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation or Nasdaq NASDAQ regulation or any Governmental Authority, including without limitation the SEC, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties agree that the public announcement of the execution of this Agreement by (a) Strakan shall jointly agree upon be substantially in the necessity and content form of any the press release attached as Exhibit F-1 (the “Strakan Press Release”) and (b) Aptalis shall be substantially in connection with the transactions set forth hereinform of the press release attached as Exhibit F-2 (the “Aptalis Press Release”). Any other publication, news release or other public announcement by a Party relating to this Agreement or to * Confidential treatment requested. the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (i) any disclosure that which is required by applicable Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicablepracticable and permissible, the disclosing Party shall give be given at least three (3) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such the other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq NASDAQ regulation or any Governmental Authority, including without limitation the SECUnited States Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the United States Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The After the execution of the January Agreement, the Parties shall jointly agree upon announced the necessity and content execution of any the January Agreement using the form of the press release in connection with attached as Exhibit C (the transactions set forth herein“Joint Press Release”). Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (i) any disclosure that which is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give be given at least three (3) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such the other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq regulation or any Governmental Authority, including without limitation the SECU.S. Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the U.S. Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith. In furtherance of the foregoing, the Parties will agree as promptly as practicable after the Effective Date on the confidential treatment request to be filed with the U.S. Securities and Exchange Commission and the redacted form of this Agreement related thereto. In that connection, any redaction reasonably requested by either Party shall be included in such filing. The Parties will reasonably cooperate in responding promptly to any comments received from the U.S. Securities and Exchange Commission with respect to such filing in an effort to achieve confidential treatment of such redacted form; provided, however, that a Party shall be relieved of such obligation to seek confidential treatment for a provision requested by the other Party if such treatment is not achieved after the second round of responses to comments from the U.S. Securities and Exchange Commission.

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any issue a press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s 's counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give at least three (3) Business Days advance notice of any such legally required disclosure to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq regulation or any Governmental Authority, including without limitation the SECSecurities and Exchange Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties Each Party shall jointly agree upon maintain the necessity and content confidentiality of any press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach all provisions of this Agreement by the issuing PartyAgreement, and without the prior written consent of the other Party. To , which consent shall not be unreasonably withheld, neither Party nor its respective Affiliates shall make any press release or other public announcement of or otherwise disclose the extent practicableprovisions of this Agreement to any Third Party, except for: (i) disclosure to those of its directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, potential strategic partners, advisors, agents and sublicensees whose duties reasonably require them to have access to this Agreement, provided that such directors, officers, employees, accountants, attorneys, underwriters, lenders and other financing sources, advisors, agents or sublicensees are required to maintain the confidentiality of this Agreement, (ii) disclosures required by the Tokyo Stock Exchange and any other disclosures made pursuant to any listing agreement with a national securities exchange, in which case the disclosing Party shall give provide the nondisclosing Party with at least three forty eight (348) Business Days hours’ notice unless otherwise not practicable, but in any event no later than the time the disclosure required by the regulations of the Tokyo Stock Exchange or national securities exchange or listing agreement is made, (iii) disclosures as may be required by Law, in which case the disclosing Party shall provide the nondisclosing Party with prompt advance notice of any such legally required disclosure and cooperate with the nondisclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of Brickell for a filing with the Securities and Exchange Commission; and (iv) other disclosures for which consent has previously been given. A Party may publicly disclose without regard to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the preceding requirements of an applicable stock exchange, New York Stock Exchange regulation or Nasdaq regulation or this Section 11.5 any Governmental Authority, including without limitation the SEC, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure information that was previously publicly disclosed pursuant to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewiththis Section 11.5.

Publicity; Filing of this Agreement. The Parties agree that the public announcement of the execution of this Agreement by (a) Strakan shall jointly agree upon be substantially in the necessity and content form of any the press release attached as Exhibit F-1 (the “Strakan Press Release”) and (b) Aptalis shall be substantially in connection with the transactions set forth hereinform of the press release attached as Exhibit F-2 (the “Aptalis Press Release”). Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (i) any disclosure that which is required by applicable Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicablepracticable and permissible, the disclosing Party shall give be given at least three (3) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such the other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq NASDAQ regulation or any Governmental Authority, including without limitation the SECUnited States Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the United States Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (ia) once a press release or other public announcement is approved in writing by both Parties, a Party may make subsequent public disclosure of the information contained in such press release or other public announcement without the further approval of the other Party, and (b) any disclosure that which is required by applicable Law as advised by the disclosing Party’s counsel may be made by such Party without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the non-disclosing Party shall give be given at least three seven (37) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq regulation or any Governmental Authority, including without limitation the SECU.S. Securities and Exchange Commission, the Competition Directorate of the Commission of the European Communities or the U.S. Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any press release to be issued by Immunomedics in connection with the transactions is set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to on Part A of Exhibit C and the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if to be issued by Licensee in connection with the contents transactions is set forth on Part B of such press release or public announcement have previously been made public other than through a breach Exhibit C. Except as otherwise provided in this Section 13.5, each Party shall maintain the confidentiality of all provisions of this Agreement by the issuing PartyAgreement, and without the prior written consent of the other Party. To , which consent shall not be unreasonably withheld, neither Party nor its respective Affiliates shall make any press release or other public announcement of or otherwise disclose the extent practicableprovisions of this Agreement to any Third Party, except for: (i) disclosure to those of its directors, officers, employees, accountants, attorneys, advisors and agents, investors or potential investors whose duties reasonably require them to have access to this Agreement, provided that such directors, officers, employees, accountants, attorneys and agents are required to maintain the confidentiality of this Agreement; (ii) disclosures required by NASDAQ regulation or any listing agreement with a national securities exchange, in which case the disclosing Party shall give provide the nondisclosing Party with at least three 48 hours’ notice unless otherwise not practicable, but in any event no later than the time the disclosure required by such NASDAQ regulation or listing agreement is made; (3iii) Business Days disclosures as may be required by applicable Law, in which case the disclosing Party shall provide the nondisclosing Party with prompt advance notice of such disclosure and cooperate with the nondisclosing Party to seek a protective order or other appropriate remedy, including a request for confidential treatment in the case of a filing with the Securities and Exchange Commission; (iv) the report on Form 8-K, which may be filed by either Party or an Affiliate of either Party setting forth the press release referred to above, and/or this Agreement in redacted form, (v) disclosures that are consistent with or complementary to those described in clause (iv) but which do not contain any such legally required disclosure to Confidential Information of the other Party, ; and such (vi) other disclosures for which consent has previously been given. A Party shall provide any comments on may publicly disclose without regard to the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the preceding requirements of an applicable stock exchange, New York Stock Exchange regulation or Nasdaq regulation or this Section 13.5 any Governmental Authority, including without limitation the SEC, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure information that was previously publicly disclosed pursuant to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewiththis Section 13.5.

Publicity; Filing of this Agreement. Attached hereto as Schedule 10.6 is the press release Oscient shall issue concurrently herewith. The Parties shall jointly agree upon the necessity and content of any other press release in connection with the transactions set forth hereincontemplated hereby. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party Party, and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give at least three (3) Business Days advance notice of any such legally required disclosure to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or any of the Other Agreements, or a notification thereof of any such documents to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation or Nasdaq [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. NASDAQ regulation or any Governmental Authority, including without limitation the SEC, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to the other Party. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties agree that the public announcement of the execution of this Agreement shall jointly agree upon be substantially in the necessity forms of the press releases attached hereto as Exhibit A, and content each Party shall approve of any press release in connection with the transactions set forth hereinother Party’s Press Release prior to its publishing (the “Press Releases”). Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder hereunder, shall first be reviewed and consented to in writing approved by the other Partyboth Parties; provided, however, that (i) any disclosure that which is required by applicable Law as advised by the disclosing Party’s counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give be given at least three (3) Business Days advance notice of any such legally required disclosure to the other Partydisclosure, and such the other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York exchange (including without limitation the Toronto Stock Exchange regulation (“TSX”)) or Nasdaq NASDAQ regulation or any Governmental Authority, including without limitation the SECCanadian Securities Administrators, U.S. Securities and Exchange Commission or the U.S. Federal Trade Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult agree on the provisions of this Agreement for which the Parties shall seek confidential treatment, it being understood that if one (1) Party determines to seek confidential treatment for a provision for which the other Party does not, then the Parties will use reasonable efforts in connection with respect thereto regarding confidentialitysuch filing to seek the confidential treatment of any such provision. The Parties shall cooperate, each at its own the requesting Party’s expense, in such filing, registration or notification, including including, without limitation limitation, such confidential treatment request, and shall execute all documents reasonably required in connection therewith.

Publicity; Filing of this Agreement. The Parties shall jointly agree upon the necessity and content of any issue a press release in connection with the transactions set forth herein. Any other publication, news release or other public announcement by a Party relating to this Agreement or to the performance hereunder shall first be reviewed and consented to in writing by the other Party; provided, however, that (i) any disclosure that is required by Law as advised by the disclosing Party’s 's counsel may be made without the prior written consent of the other Party and (ii) any Party may issue a press release or public announcement if the contents of such press release or public announcement have previously been made public other than through a breach of this Agreement by the issuing Party, without the prior written consent of the other Party. To the extent practicable, the disclosing Party shall give at least three one (31) Business Days Day advance notice of any such legally required disclosure to the other Party, and such other Party shall provide any comments on the proposed disclosure during such period. To the extent that either Party determines that it or the other Party is required to file or register this Agreement or a notification thereof to comply with the requirements of an applicable stock exchange, New York Stock Exchange regulation exchange or Nasdaq regulation or any Governmental Authority, including without limitation the SECSecurities and Exchange Commission, such Party shall give at least three (3) Business Days advance written notice of any such required disclosure to promptly inform the other PartyParty thereof. Prior to making any such filing, registration or notification, the Parties shall consult with respect thereto regarding confidentiality. The Parties shall cooperate, each at its own expense, in such filing, registration or notification, including without limitation such confidential treatment request, and shall execute all documents reasonably required in connection therewith.