Common use of Publicity/Use of Names Clause in Contracts

Publicity/Use of Names. Neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 5 contracts

Samples: Research Collaboration and License Agreement, Research Collaboration and License Agreement, Research Collaboration and License Agreement (Arvinas Holding Company, LLC)

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Publicity/Use of Names. Neither Subject to the rest of this Section 9.5 and except as otherwise permitted in this Article 9, no disclosure of the existence, or the terms, of this Agreement may be made by any Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Applicable Laws. (a) A Party may disclose this Agreement and its terms in securities filings with the Securities Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by Applicable Laws after complying with the procedure set forth in this Section 9.5. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] after receipt of such confidential treatment request and proposed redactions, or such shorter period of time to permit the Party seeking such disclosure to comply with Applicable Laws) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by Applicable Laws and regulations. The Party seeking such disclosure shall exercise reasonable efforts to obtain confidential treatment of the Agreement as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws, provided that, to the extent permitted, the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with Applicable Laws or regulations) if the other Party demonstrates to the reasonable satisfaction of the Party seeking [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. disclosure, within [*] (or such shorter period of time to permit the Party seeking such disclosure to comply with Applicable Laws) of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the development and/or commercialization of PRT064445 or Apixaban, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. (c) If any Party desires to issue a press release announcing or make a public announcement concerning the existence material terms of this Agreement or material developments or material information generated under this Agreement, including announcing the commencement of the Studies and the publication of data and results of the Studies in form and substance agreed to in writing by both Partiesaccordance with Section 9.5, such agreement Party shall, no later than [*] prior to the anticipated date of any such announcement, provide the other Party with the proposed text of such announcement for prior review and approval by such other Party, such approval not to be unreasonably withheld or delayed. Each Party agrees not to issue any other The Parties shall agree on language of a joint press release or other public statement disclosing other information relating to announcing the execution of this Agreement or the transactions contemplated hereby without the prior written consent of the other PartyAgreement, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer issued by the Parties on a mutually agreed date not later than the first patient dosing in the Clinical Trial. (d) The Parties agree that after a disclosure pursuant to withhold its consent for the disclosure of any information related to a Target subsection (b) or a specific Compound or the amount of any payment made or press release pursuant to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which subsection (c) hereof has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names ; provided such information remains accurate as of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentstime.

Appears in 3 contracts

Samples: Clinical Collaboration Agreement, Clinical Collaboration Agreement (Portola Pharmaceuticals Inc), Clinical Collaboration Agreement (Portola Pharmaceuticals Inc)

Publicity/Use of Names. Neither Subject to the rest of this Section 10.5, no disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject mattermatter (including the Development of any Product or any Regulatory Filing or Regulatory Approval), without the prior express written permission of the other Party, except for those disclosures expressly authorized as may be required be law. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, either in securities filings with the Securities Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 10.5. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no less than [*] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Reasonable Efforts to obtain confidential treatment of the Agreement from the SEC as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable laws or regulations) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within [*] of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the development and/or commercialization of a Product being developed and/or commercialized, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. (c) Notwithstanding the foregoing, Biogen Idec and Portola have agreed on language of a press release announcing the existence collaboration, attached hereto as Exhibit K and which may be further modified by the Parties’ mutual written agreement after the Execution Date, to be issued promptly after the execution of the Agreement by both Parties. (d) Thereafter, if Portola desires to issue a press release or make a public announcement concerning the material terms of this Agreement in form and substance agreed to in writing by both Partiesor the Development or commercialization of the Product under this Agreement, such agreement as announcing the Commencement of Phase II Clinical Trials and Phase III Clinical Trials for the Product, the publication of data and results in accordance with Section 10.4, the Filing of NDAs for the Product and the achievement of Regulatory Approvals of the Product, Portola shall provide Biogen Idec with the proposed text of such announcement for Biogen Idec prior review and approval, such approval not to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Biogen Idec shall have the right to expeditiously review and recommend changes make such announcements or issue such press release by providing Portola with reasonable advance notice of the content thereof. (e) The Parties agree that after a disclosure pursuant to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems subsection (b) or a press release pursuant to be inappropriate for disclosure. The contents of any announcement subsection (c) or similar publicity which (d) hereof has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 3 contracts

Samples: License and Collaboration Agreement (Portola Pharmaceuticals Inc), License and Collaboration Agreement (Portola Pharmaceuticals Inc), License and Collaboration Agreement (Portola Pharmaceuticals Inc)

Publicity/Use of Names. Neither Except as expressly permitted by this Agreement, no disclosure of the existence of, or the terms of, this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party. Notwithstanding the foregoing, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either the Parties agree that a Party may issue a press release announcing the existence of disclose this Agreement to existing or potential Third Party investors in form and substance agreed to in writing connection with due diligence or similar investigations by both such Third Parties, such agreement subject to not be unreasonably withheld or delayed. Each Party agrees not reasonable confidentiality and non-use obligations, and subject to issue any the other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the Party's prior written consent of the other Party, (which consent shall not be unreasonably withheld or delayed). It is understood that Metabasis may desire to issue a press release announcing the execution of this Agreement, which must be done only in accordance with this Section. The Parties acknowledge that each Party may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided that Arvinas agrees that Metabasis shall not issue any press releases without Merck's consent, which may not be unreasonably withheld. Notwithstanding the foregoing, either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure determines, based on advice of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject are reasonably necessary to the following. Each comply with laws or regulations or for appropriate market disclosure; provided, however, that such Party agrees to provide to shall first have provided the other Party with a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior reasonable opportunity to its scheduled release. Except under extraordinary circumstances or to the extent review and comment on any such advance notice press releases, statements or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In additiondisclosures, except to the extent that doing so is not feasible within the timeframe required by Laws in connection for compliance with patent enforcement activities conducted such laws, regulations or market disclosure requirements. In addition, following the initial press release announcing this Agreement, either Party shall be free to disclose, without the other Party's prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance with Article 7herewith. Metabasis shall provide to the Vice President, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name Public Affairs a copy of each press release or other designation owned written public disclosure made by Yale University, nor Metabasis that refers to this Agreement or the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more activities of the patents or applications comprising the Yale Licensed Patentsparties hereunder.

Appears in 3 contracts

Samples: Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc), Exclusive License and Research Collaboration Agreement (Metabasis Therapeutics Inc)

Publicity/Use of Names. Neither (a) The Parties have agreed to issue a joint press release or separate press releases announcing this Agreement, subject to mutual agreement by the Parties with respect to the content thereof and issued at a mutually agreed date and time. Subject to Sections 11.3 and 11.4 above and the remainder of this Section 11.5, (i) no other disclosure of the existence or the terms of this Agreement or otherwise relating to this Agreement or the activities hereunder may be made by either Party or its Affiliates, and (ii) no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except in each case (i) and (ii) as provided in this Section 11.5 or as otherwise provided in this Agreement or any Ancillary Agreement or with the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution as may be required by Applicable Law. (b) If a Party is required by Applicable Law, rule or regulation to make a securities filing relating to the signing or effectiveness of this Agreement, either or to the terms of this Agreement, with the appropriate Governmental Authorities (including the U.S. Securities and Exchange Commission, and any securities exchange on which securities of such Party may issue are listed), then the Party under such requirement will prepare a press release announcing draft of such securities filing for review and comment by the existence other Party. If such securities filing includes the disclosure of this Agreement and its terms, the Party under such disclosure obligation will submit a confidential treatment request and a proposed redacted version of this Agreement as part of such draft. Such draft securities filing will, where possible, be provided to the other Party reasonably in form advance of the deadline for such securities filing, and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each the other Party agrees to promptly (and in any event, no less than [***] (or such shorter time to meet any filing deadline where it was not possible to issue any provide the other press release Party with [***] notice) after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the timelines proscribed by the regulations of applicable Governmental Authorities or other public statement disclosing other information relating securities exchange. The Party seeking such disclosure will use reasonable efforts to obtain confidential treatment of this Agreement from the applicable Governmental Authority or securities exchange as represented by the transactions contemplated hereby without the prior written consent of redacted version reviewed by the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer the Party seeking such disclosure shall, notwithstanding the foregoing, at all times have the right to withhold its consent for the submit such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 in accordance with such requirement prior to its scheduled release. Except under extraordinary circumstances or to on the extent relevant deadline therefor. (c) At any such advance notice or notice period is not consistent with applicable Lawtime after the release of the initial press release(s) described in Section 11.5(a), each Party shall provide notify the other Party if it desires to disclose publicly (including on its website) any of the following: [***]. For clarity, this Section 11.5 does not apply to scientific or medical Publications, which are governed by Section 11.4. If the other Party also desires to make such a public disclosure, the Parties will coordinate and agree upon the form, content and timing of such disclosure. If the other Party does not desire to make such a public disclosure, the requesting Party may nonetheless make such disclosure so long as it provides the other Party with an advance copy a draft of any such announcement disclosure at least [***] prior to its scheduled releaseintended release for such other Party’s review and comment. Each The non-disclosing Party shall have the right to expeditiously review and recommend changes require reasonable modifications of the disclosure: (a) to any protect the non-publishing Party’s Confidential Information or trade secrets; or (b) to delay such announcement and, except disclosure for a reasonable time period (not to exceed [***]) as otherwise required by Law, may be reasonably necessary to seek patent protection for the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except disclosed in such proposed submission to the extent required by Laws in connection with patent enforcement activities conducted in accordance consistent with Article 7X. If either Party requests to make any other disclosure with respect to this Agreement or the Collaboration (including any public statement or press release) that is not otherwise permitted under this Agreement, Pfizer the other Party shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, reasonably consider such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsrequest.

Appears in 2 contracts

Samples: Collaborative Research, Development and Commercialization Agreement (Revolution Medicines, Inc.), Collaborative Research, Development and Commercialization Agreement (Revolution Medicines, Inc.)

Publicity/Use of Names. Neither No disclosure of the existence of, or the terms of, this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution as provided in Section 4.4(a), (b), (c) or (d). (a) Either Party shall be permitted to disclose the existence and terms of this AgreementAgreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission or any other governmental agency. Notwithstanding the foregoing, before disclosing this Agreement or any of the terms hereof pursuant to this Section 4.4(a), the Parties will consult with one another on the terms of this Agreement to be redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 4.4(a), such Party agrees, at its own expense, to seek confidential treatment of the portions of this Agreement or such terms, as may be reasonably requested by the other Party. (b) Either Party may also disclose the existence and terms of this Agreement to potential acquirors, investors or lenders of such Party, as a part of their due diligence investigations, provided that such potential acquirors, investors or lenders have agreed in writing to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 4.4(b), provided, however, that AVEO shall not disclose the Research Plan or any portion thereof or the identity of any specific Potential Collaboration Target, Nominated Target, Non-MAP Collaboration Target, MAP Collaboration Target or Discovery Target to such potential investors. Further, either Party may freely disclose any information that has been previously approved for disclosure by the other Party. (c) The Parties hereby acknowledge that, following the Effective Date, AVEO issued a press release substantially similar to that set forth in Schedule 4.4(c). Following the Restatement Effective Date, AVEO may at its discretion issue a press release announcing regarding this Agreement, provided that such release will be subject to MERCK’s prior review and written approval. (d) Upon the existence request of this Agreement in form AVEO, AVEO and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or MERCK shall agree upon the transactions contemplated hereby without the prior written consent text of a redacted copy of the other Party, which consent shall not be unreasonably withheld or delayed; provided Agreement that Arvinas agrees that it AVEO shall be deemed reasonable for Pfizer permitted to withhold its consent for disclose to potential Third Party collaborators outside of the disclosure of any information related to a Target or a specific Compound or Field, on the amount of any payment made or condition that such Third Parties agree to be made under bound by the confidentiality and non-use obligations contained in this Agreement; , and provided further that any disclosure which is required by Law or the rules term of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may confidentiality for such Third Parties shall be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article no less than seven (7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents) years.

Appears in 2 contracts

Samples: License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc), License and Research Collaboration Agreement (Aveo Pharmaceuticals Inc)

Publicity/Use of Names. Neither Servier and Miragen have agreed on language of a joint press release announcing this Agreement, which is attached hereto as Exhibit E, to be issued by the Parties promptly after the mutual execution of the Agreement. Subject to Section 11.3 above, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 11.5 or as may be required by applicable Law, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 11.5 or with the prior express written permission of the other Party, except for those disclosures expressly authorized as may be required by applicable Law. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, either in securities filings with the Securities Exchange Commission (or equivalent foreign agency) to the extent required by applicable Law after complying with the procedure set forth in this Section 11.5(a). In such event, the Party may issue seeking such disclosure shall prepare a press release announcing the existence draft confidential treatment request and proposed redacted version of this Agreement in form to request confidential treatment for this Agreement, and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each the other Party agrees not to issue promptly (and in any event, no less than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement from the Securities Exchange Commission (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with the Government Authorities) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable Law) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within ten (10) days of such Party’s providing the copy, that the public disclosure of previously undisclosed information shall materially adversely affect the Development and/or Commercialization of a Licensed Oligo or Licensed Product being Developed or Commercialized under this Agreement, the Party seeking disclosure shall remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Other than the press release set forth in Exhibit E, the Parties agree that any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Miragen shall have the right to expeditiously disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement and key results of each clinical trials conducted by the Parties under this Agreement; (iii) the receipt of any milestone payments under this Agreement; (iv) Regulatory Approval of any Licensed Product; (v) the First Commercial Sale of any Licensed Product; and (vi) royalties received from Servier (without disclosing the royalty rate or Net Sales reported by Servier). For each such disclosure, unless Miragen otherwise has the right to make such disclosure under this Article 11, Miragen shall provide Servier with a draft of such disclosure at least five (5) business days prior to its intended release for Servier’s review and recommend changes comment, and shall consider Servier’s comments in good faith. If Miragen does not receive comments from Servier within five (5) business days, Miragen shall have the right to any make such disclosure without further delay. (d) The Parties agree that after a disclosure pursuant to Section 11.5(b), a press release (including the initial press release) or other public announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems pursuant to be inappropriate for disclosure. The contents of any announcement or similar publicity which Section 11.5(c) has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures reiterating such information (without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University alteration and in its sole discretionentirety) without having to obtain the other Party’s prior consent and approval. (e) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, except that Pfizer may state that it has sublicensed from Yale University one or more the company’s website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of the patents or applications comprising the Yale Licensed Patentspress releases issued pursuant to this Section 11.5.

Appears in 2 contracts

Samples: License and Collaboration Agreement (Signal Genetics, Inc.), License and Collaboration Agreement (Signal Genetics, Inc.)

Publicity/Use of Names. Neither No disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party for those disclosures expressly authorized the BioNTech Products and may use the other Party’s name and logo in conjunction with such disclosure. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, in securities filings with the U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 12.6 (Publicity/Use of Names). In such event, the Party seeking to make such disclosure will, to the extent and permitted under Applicable Law, prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, [***] days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the SEC (or equivalent foreign agency) as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any exchange on which the other Party’s or its Affiliate’s securities are traded, to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law or such listing rules, provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon. (c) If either Party may desires to issue a press release announcing or make a public announcement concerning the existence material terms of this Agreement in form and substance agreed to in writing by both Partiesor the Development or Commercialization of the BioNTech Product under this Agreement, such agreement as the achievement of Regulatory Approvals of the BioNTech Product, such Party shall provide the other Party with the proposed text of such announcement for prior review and, except to not be unreasonably withheld the extent such press release or delayed. Each Party agrees not to issue any public announcement is permitted by subsection (a) or (b) above, approval by such other Party. (d) The Parties agree that after a public disclosure has been made or a press release or other public statement announcement has been issued in compliance with subsection (a), (b) or (c) hereof, each Party may make subsequent public disclosures or issue press releases or other public announcements disclosing other information relating the same content without having to this Agreement or the transactions contemplated hereby without the prior written consent of obtain the other Party, which ’s prior consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 2 contracts

Samples: License and Co Development Agreement (BioNTech SE), License and Co Development Agreement (BioNTech SE)

Publicity/Use of Names. Neither The Parties intend to agree upon the content of one (1) or more press releases, the release of which the Parties shall coordinate in order to accomplish such release promptly upon execution of this Agreement. Other than as set forth in the prior sentence, no other disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Applicable Laws. Notwithstanding the above, each Party and its Affiliates may disclose on its website, in news releases, its promotional materials and other disclosures relating to this Agreement that the other Party is a development and commercialization partner of such Party for those disclosures expressly authorized the Licensed Product in the Territory and may use the other Party’s name and logo in conjunction with such disclosure. Notwithstanding the foregoing: (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4Agreement, in news releases and securities filings with the U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by Applicable Laws after complying with the procedure set forth in this Section 10.5 (Publicity/Use of Names). Following execution In such event, the Party seeking to make such disclosure will prepare a draft of such disclosure together with, if applicable, a confidential treatment request to request confidential treatment for this Agreement and proposed redacted version of this Agreement, and the other Party agrees to promptly (and in any event, no less than three (3) Business Days after receipt of such request for disclosure required for 8-K and no less than five (5) Business Days for other disclosure, including, if applicable, proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the SEC as represented by the redacted version reviewed and agreed upon in good faith by the other Party. (b) Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any exchange on which the other Party’s or its Affiliate’s securities are traded or advised by its counsel, to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, listing rules or advice; provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon. (c) If either Party may desires to issue a press release announcing or make a public announcement concerning the existence material terms of this Agreement in form and substance agreed to in writing by both Partiesor the Development, Commercialization or Exploitation of the Compound or the Licensed Product under this Agreement, such agreement as the achievement of Regulatory Approvals of the Licensed Product or data from a clinical trial, such Party shall provide the other Party with the proposed text of such announcement for prior review and, except to not be unreasonably withheld the extent such press release or delayed. Each Party agrees not to issue any public announcement is permitted by subsection (a) or (b) above, approval by such other Party. (d) The Parties agree that after a public disclosure has been made or a press release or other public statement announcement has been issued in compliance with subsection (a), (b) or (c) hereof, each Party may make subsequent public disclosures or issue press releases or other public announcements disclosing other information relating the same content without having to this Agreement or the transactions contemplated hereby without the prior written consent of obtain the other Party, which ’s prior consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 2 contracts

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

Publicity/Use of Names. Neither Except as expressly permitted herein or as required by law, no disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and neither Party shall use the name, trademark, trade name or logo of the other PartyAstraZeneca, or its Affiliates Affiliates, or its and their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of AstraZeneca and the other Party. Without limiting the foregoing, each Party and its Affiliates may disclose on its website, in public announcements and in its promotional materials that the other Party is a (sub)licensee or (sub)licensor of the Licensed Product rights in its applicable field, or that such other Party is a development partner of such Party in relation to the Licensed Products, and may use the other Party’s name and logo in conjunction with such disclosure; provided that, if following the Effective Date, either Party enters into any agreement assigning or granting a sublicense to any Third Party of any or all of such Party’s rights under this Agreement or the Head License, then the sublicensing or assigning Party will ensure that such Third Party assignee or sublicensee is obligated not to use the name, trademark, trade name or logo of AstraZeneca, the other Party, except for those disclosures expressly authorized either of respective Affiliates, or any of their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement (or the Head License) or its subject matter, without the prior express written permission of the other Party. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, in securities filings with the U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 9.6. In such event, the Party seeking to make such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no less than three (3) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable SEC regulations and those timelines needed to comply with the Head License. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the SEC as represented by the redacted version reviewed by the other Party. The Parties agree to cooperate to ensure that any such filings and any review of such filings are made in accordance with and pursuant to the terms of the Head License. (b) Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any exchange on which the other Party’s or its Affiliate’s securities are traded, to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law or such listing rules, provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon, which comments shall be provided, if at all, within seven (7) Business Days following receipt, or such shorter time as may be required, taking into account the required date of release. (c) If either Party may desires to issue a press release announcing or make a public announcement concerning the existence material terms of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent Development or Commercialization of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made Licensed Product under this Agreement; and provided further that any disclosure which is required by Law or , such as the rules achievement of a securities exchangeRegulatory Approvals of the Licensed Product, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with an advance copy the proposed text of any such announcement at least [**] for 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required such press release or public announcement is permitted by Laws in connection with patent enforcement activities conducted in accordance with Article subsection (a) or (b) above, approval by such other Party and by AstraZeneca pursuant to the terms of the Head License. The reviewing Party will provide comments, if at all, within seven (7) Business Days following receipt, Pfizer shall not use or such shorter time as may be reasonably requested, taking into account the name “Yale” intended date of release. Subject to the requirements of the Head License, and Section 1.1 hereof, each Party may make subsequent public disclosures or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name issue press releases or other designation owned by Yale University, nor public announcements disclosing the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose same content without having to obtain the other Party’s prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsand approval.

Appears in 1 contract

Samples: Sublicense Agreement (Dermavant Sciences LTD)

Publicity/Use of Names. Neither Except as expressly permitted herein or as required by law, no disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and neither Party shall use the name, trademark, trade name or logo of the other PartyTheraVida, or its Affiliates Affiliates, or its and their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of TheraVida and the other Party. Without limiting the foregoing, each Party and its Affiliates may disclose on its website, in public announcements and in its promotional materials that the other Party is a (sub)licensee or (sub)licensor of the Licensed Product rights in its applicable field, or that such other Party is a development partner of such Party in relation to the Licensed Products, and may use the other Party’s name and logo in conjunction with such disclosure; provided that, if following the Effective Date, either Party enters into any agreement assigning or granting a sublicense to any Third Party of any or all of such Party’s rights under this Agreement or the Head License, then the sublicensing or assigning Party will ensure that such Third Party assignee or sublicensee is obligated not to use the name, trademark, trade name or logo of TheraVida, the other Party, except for those disclosures expressly authorized either of respective Affiliates, or any of their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement (or the Head License) or its subject matter, without the prior express written permission of the other Party. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, in securities filings with the U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 9.6. In such event, the Party seeking to make such disclosure will prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in any event, no less than three (3) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable SEC regulations and those timelines needed to comply with the Head License. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the SEC as represented by the redacted version reviewed by the other Party. The Parties agree to cooperate to ensure that any such filings and any review of such filings are made in accordance with and pursuant to the terms of the Head License. (b) Further, each Party acknowledges that the other Party may be legally required, or may be required by the listing rules of any exchange on which the other Party’s or its Affiliate’s securities are traded, to make public disclosures (including in filings with the SEC or other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law or such listing rules, provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon, which comments shall be provided, if at all, within seven (7) Business Days following receipt, or such shorter time as may be required, taking into account the required date of release. (c) If either Party may desires to issue a press release announcing or make a public announcement concerning the existence material terms of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent Development or Commercialization of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made Licensed Product under this Agreement; and provided further that any disclosure which is required by Law or , such as the rules achievement of a securities exchangeRegulatory Approvals of the Licensed Product, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with an advance copy the proposed text of any such announcement at least [**] for 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required such press release or public announcement is permitted by Laws in connection with patent enforcement activities conducted in accordance with Article subsection (a) or (b) above, approval by such other Party and by TheraVida pursuant to the terms of the Head License. The reviewing Party will provide comments, if at all, within seven (7) Business Days following receipt, Pfizer shall not use or such shorter time as may be reasonably requested, taking into account the name “Yale” intended date of release. Subject to the requirements of the Head License, and Section 1.1 hereof, each Party may make subsequent public disclosures or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name issue press releases or other designation owned by Yale University, nor public announcements disclosing the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose same content without having to obtain the other Party’s prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsand approval.

Appears in 1 contract

Samples: Sublicense Agreement (Dermavant Sciences LTD)

Publicity/Use of Names. Neither (a) Promptly after the Effective Date and on a date mutually agreed by the Parties, the Parties shall agree and issue a joint press release announcing the restatement of the Agreement. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 11.3 and this Section 11.5. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 11.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] Business Days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [*] Business Day period. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities or by issuing a press release announcing the existence release) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] days after the receipt of such proposed disclosure, provided that in form no event shall the Party having such disclosure obligation be required to delay its disclosure in a manner that may cause such Party to violate any Law or incur any legal liability. (d) Other than the initial press release as described in Section 11.5(a) above and substance agreed any press release issued pursuant to in writing by both PartiesSection 11.5(c), such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue the Parties agree that the portions of any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Cytokinetics shall have the right to expeditiously disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement, progress, status, completion and key results of each clinical trials conducted by the Parties under this Agreement; (iii) the receipt of any milestone payments under this Agreement; (iv) Marketing Approval of any Product; (v) the First Commercial Sale of any Product; and (vi) royalties paid to or received from Astellas. For each such disclosure, unless Cytokinetics otherwise has the right to make such disclosure under this Article 11, Cytokinetics shall provide Astellas with a draft of such disclosure at least [*] Business Days prior to its intended release for Astellas’ review and recommend changes comment, and shall consider Astellas’ comments in good faith. If Cytokinetics does not receive comments from Astellas within [*] Business Days, Cytokinetics shall have the right to any make such announcement anddisclosure without further delay. The Parties shall use reasonable efforts to coordinate the timing of such disclosures to be outside the trading hours of the NASDAQ and Tokyo stock markets, except as otherwise provided that neither Party shall be required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for or sanctions upon such Party in such Party’s sole judgment. [*] = Certain confidential information contained in this document, marked by Lawbrackets, the Party whose announcement has been reviewed shall remove any information omitted and filed separately with the reviewing Party reasonably deems Securities and Exchange Commission pursuant to be inappropriate for disclosure. Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (e) The contents of any Parties agree that after a disclosure pursuant to Section 11.5(b), a press release (including the initial press release) or other public announcement or similar publicity which pursuant to Section 11.5(c) has been reviewed and approved by the reviewing Party can be re-released by other Party, either Party may make subsequent public disclosures reiterating such information without a requirement for re-having to obtain the other Party’s prior consent or approval. In addition. (f) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, except the company’s website, collateral materials and corporate overviews to describe the extent required by Laws collaboration relationship, as well as in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names taglines of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent press releases issued pursuant to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsthis Section 11.5.

Appears in 1 contract

Samples: License and Collaboration Agreement (Cytokinetics Inc)

Publicity/Use of Names. Neither (a) The material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 11.3 and this Section 11.6. The Parties have agreed on a joint press release announcing this Agreement, which is attached hereto as Exhibit 11.6, to be issued by the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party shall use or its Affiliates except as provided in Section 11.3 and this Section 11.6. (b) Notwithstanding Section 11.6(a), each Party may publicly disclose the name, trademark, trade name or logo achievement of milestones under this Agreement by the other Party. After a Publication has been made available to the public, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either each Party may issue post such Publication or a press release announcing the existence of this Agreement in form and substance agreed link to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby it on its corporate web site without the prior written consent of the other Party. (c) A Party may disclose this Agreement in securities filings with the Securities and Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Laws. In such event, which consent the Party seeking such disclosure shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; , and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each other Party agrees to provide promptly (and in any event, no more than [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [***] period. (d) Each Party acknowledges that the other Party may be legally required to make public disclosures (including in filings with Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws, provided that the Party seeking such disclosure (i) receives advice from counsel that it is legally required to make such public disclosure and (ii) if practicable and permitted by Applicable Laws, first provides the other Party a copy of the proposed disclosure, and reasonably considers any comments thereto provided by the other Party within [***] after the receipt of such proposed disclosure. (e) Other than the press release set forth in Exhibit 11.6 and the public disclosures permitted by Section 11.6(b), the portions of any news release or other public announcement regarding relating to this Agreement or the subject matter thereof as soon as reasonably practicable under performance hereunder that would disclose information other than that already in the circumstances prior public domain, shall first be reviewed and approved by both Parties (with such approval not to its scheduled release. Except under extraordinary circumstances be unreasonably withheld, conditioned, or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any such announcement anddelayed), except as otherwise required by Law, Applicable Laws. (f) After a disclosure pursuant to Section 11.6(d) or issuance of a press release (including the Party whose initial press release) or other public announcement has been reviewed shall remove any information the reviewing Party reasonably deems pursuant to be inappropriate for disclosure. The contents of any announcement or similar publicity which Section 11.6(a) that has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either may make subsequent public disclosures reiterating such information without having to obtain the other Party’s prior consent and approval. (g) Each Party without a requirement for re-approval. In additionmay use the other Party’s name and logo in presentations, except its website, collateral materials and corporate overviews to describe the extent required by Laws collaboration relationship, as well as in connection with patent enforcement activities conducted taglines of press releases issued pursuant to this Section 11.6; provided that each Party shall use the other Party’s corporate name only in accordance with Article 7such manner that the distinctiveness, Pfizer reputation, and validity of any trademarks and corporate or trade names of such other Party shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereofbe impaired, nor any trademark, trade name or and consistent with best practices used by such first Party for its other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentscollaborators.

Appears in 1 contract

Samples: Collaboration, Option, and License Agreement (Vir Biotechnology, Inc.)

Publicity/Use of Names. Neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news The Parties have mutually approved a joint press release or disclosure relating attached hereto as Schedule 9.6.1 with respect to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, and either Party may issue a make subsequent public disclosure of the contents of such press release announcing the existence of this Agreement in form and substance agreed to in writing by both Partiesrelease. Except as may be otherwise provided herein, such agreement to not be unreasonably withheld or delayed. Each neither Party agrees not to shall issue any other press release or other make any public statement disclosing other information relating to announcement concerning the terms of this Agreement or the transactions contemplated hereby described herein without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees this Section 9.6 shall not preclude any Party from issuing any such press release or making any such public announcement if such Party reasonably believes that any such release or announcement is (a) required by Applicable Law, or (b) required by the rules of any stock exchange on which such Party’s (or such Party’s Affiliates’) securities are listed. To the extent that a Party concludes in good faith that it shall is or may be deemed reasonable for Pfizer required to withhold its consent for make such a release or announcement or file or register this Agreement or a notification thereof with any Governmental Authority (including as may be required by the disclosure rules of any information related stock exchange on which such Party’s (or such Party’s Affiliates’) securities are listed) in accordance with the foregoing clause (a) or (b), as applicable, such Party agrees to consult and coordinate with the other Party with respect to such disclosure in accordance with Section 9.3 and, if applicable, the preparation and submission of a Target or confidential treatment request for this Agreement in accordance with the remainder of this Section 9.6.1. Notwithstanding the foregoing, if a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which Party is required by Applicable Law to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Governmental Authority as aforesaid and such Party has (i) promptly notified the rules other Party in writing of a securities exchangesuch requirement and any respective timing constraints, as reasonably advised by (ii) provided copies of the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide proposed disclosure or filing to the other Party reasonably in advance of such filing or other disclosure and (iii) given the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable reasonable time under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any comment upon and request confidential treatment for such advance notice or notice period is not consistent with applicable Lawdisclosure, each then such Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall will have the right to expeditiously review make such disclosure or filing at the time and recommend changes in the manner reasonably determined by its counsel to any such announcement and, except as otherwise be required by LawApplicable Law or the applicable Governmental Authority. If a Party seeks to make a disclosure or filing as set forth in this Section 9.6.1 and the other Party provides comments within the respective time periods or constraints specified herein, the Party whose announcement has been reviewed shall remove any information the reviewing Party seeking to make such disclosure or filing will reasonably deems consider such comments and use good faith efforts to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition-99- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7MARKED BY BRACKETS, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Appears in 1 contract

Samples: License and Collaboration Agreement (Seagen Inc.)

Publicity/Use of Names. Neither Subject to Section 12.2 and the rest of this Section 12.4, no disclosure of the terms of this Agreement may be made by either Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or other public disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Law. (a) A Party may disclose this Agreement and its terms in securities filings with the Securities Exchange Commission or other regulatory agency (“SEC”) (or equivalent foreign agency, including the Israel Securities Authority or the Tel Aviv Stock Exchange) to the extent required by Law after complying with the procedure set forth in this Section 12.4. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no more than seven (7) days after receipt of such confidential treatment request and proposed redactions (or such lesser period of time as required by Law)) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable SEC regulations or equivalent foreign agency regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement *** Confidential Treatment Requested from the SEC or equivalent foreign agency as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may issue a press release announcing be legally required to make public disclosures (including in filings with the existence SEC or other agency) of the execution and delivery of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld as well as certain material developments or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other material information relating to generated under this Agreement or the transactions contemplated hereby without the prior written consent of the other Partyand agrees that each Party may make such disclosures as required by Law, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the Party seeking such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to first provides 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 or proposed disclosure, and provided further that (except to the extent any that the Party seeking disclosure is required to disclose such advance notice or notice period is not consistent information to comply with applicable Law) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within [...***...] business days of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the pre-commercialization or commercialization of a Product being pre-commercialized or commercialized in the applicable Territory, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. (c) Notwithstanding the foregoing, and subject to BioLineRx’s obligations under Section 9.1 of the Upstream Agreement (if applicable), the Parties will agree on language of one or more press releases announcing this Agreement. (d) During the Term, and subject to Section 14.2 of the Upstream Agreement and Section 12.4(c) above, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously issue a press release or make a public announcement concerning the material terms of this Agreement or the Pre-Commercialization or Commercialization under this Agreement, such as announcing the commencement and completion of clinical studies for the Products in countries of the Cypress Territory, the filing and obtaining of Regulatory Approvals for the Products in countries of the Cypress Territory, the First Commercial Sale of the Products in countries of the Cypress Territory, and the publication of data and results in accordance with Section 12.3. If a Party desires to issue such a press release or make such a public announcement, it shall provide the other Party with reasonable advance notice of the content thereof. The other Party shall have the right to review and recommend changes to any comment on such proposed press release or announcement and, except as otherwise required by Law, and the Party whose proposing such press release or public announcement has been reviewed shall remove any information take into consideration and incorporate when appropriate the reviewing Party reasonably deems comment from the other Party. (e) The Parties agree that after a public disclosure pursuant to be inappropriate for disclosureSections 12.4(a). The contents of any announcement (b), (c) or similar publicity which (d) has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content as was contained in such public disclosure without having to obtain the other Party’s prior consent and approval. (f) Cypress acknowledges that BioLineRx is required to furnish the Upstream Licensors a requirement for re-approval. In additionfully executed copy of this Agreement, except promptly after the Execution Date, pursuant to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more Section 5.2.3 of the patents or applications comprising the Yale Licensed Patents.Upstream Agreement. *** Confidential Treatment Requested

Appears in 1 contract

Samples: License Agreement (Cypress Bioscience Inc)

Publicity/Use of Names. Neither Subject to Section 12.2 and the rest of this Section 12.4, no disclosure of the terms of this Agreement may be made by either Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or other public disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law. (a) A Party may disclose this Agreement and its terms in filings with the Securities Exchange Commission (or equivalent foreign agency) (“SEC”), tax authorities, bankers (in connection with payments from SIIL), governmental authorities or other regulatory License Agreement SIIL-Visterra – EXECUTION VERSION Page 38 agencies to the extent required by law after complying with the procedures set forth in this Section 12.4. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party may issue agrees to promptly (and in any event, no less than [**] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in a press release announcing reasonable manner in order to allow the existence Party seeking disclosure to file its request within the time lines proscribed by applicable regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release from the SEC or other public statement disclosing other information relating to this Agreement or regulatory agency as represented by the transactions contemplated hereby without the prior written consent of redacted version reviewed by the other Party. (b) Further, which consent shall not each Party acknowledges that the other Party may be unreasonably withheld legally required to make public disclosures (including in filings with the SEC or delayedother agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for that, where possible, the Party seeking such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to first provides 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 or proposed disclosure; and provided further that (except to the extent any that the Party seeking disclosure is required to disclose such advance notice or notice period is not consistent information to comply with applicable Law, each Party shall provide Laws) if the other with an advance copy Party demonstrates to the reasonable satisfaction of any such announcement at least the Party seeking disclosure, within [**] prior to its scheduled release. Each Party Business Days of such Party’s providing the copy, that the public disclosure of previously undisclosed information shall have materially adversely affect the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by LawDevelopment or Commercialization of a Product being developed or commercialized, the Party whose announcement has been reviewed seeking disclosure shall remove any from the disclosure such specific previously undisclosed information as the reviewing other Party shall reasonably deems request to be inappropriate for disclosure. removed. (c) Notwithstanding the foregoing, the Parties will agree on language of a press release announcing the collaboration no later than thirty (30) days after the execution of this Agreement by both Parties and shall issue such press release promptly thereafter. (d) The contents of any announcement Parties agree that after a disclosure pursuant to Sections 12.4(a) or similar publicity which 12.4(b) has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 1 contract

Samples: License and Collaboration Agreement

Publicity/Use of Names. Neither Subject to the rest of this Section 10.5, no disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party for those disclosures expressly authorized the Products and may utilize the other Party’s name and logo in conjunction with such disclosure. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, either in securities filings with the SEC (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 10.5. In such event, the Party may issue seeking such disclosure will prepare a press release announcing the existence draft confidential treatment request and proposed redacted version of this Agreement in form to request confidential treatment for this Agreement, and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each the other Party agrees not to issue promptly (and in any other press release or other public statement disclosing other information relating event, no more than [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to this allow the Party seeking disclosure to file its request within the time lines proscribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement or from the transactions contemplated hereby without SEC as represented by the prior written consent of redacted version reviewed by the other Party. (b) Further, which consent shall not each Party acknowledges that the other Party may be unreasonably withheld legally required to make public disclosures (including in filings with the SEC or delayed; other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the Party seeking such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to first provides the other Party a copy of any the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable laws or regulations) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within [***] of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the Development and/or Commercialization of a Product being Developed and/or Commercialized, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (c) If either Party desires to issue a press release or make a public announcement regarding concerning the material terms of this Agreement or the subject matter thereof Development or Commercialization of the Product under this Agreement, such as soon as reasonably practicable under announcing the circumstances prior to its scheduled release. Except under extraordinary circumstances or to commencement of Phase II Clinical Trials and Phase III Clinical Trials for the extent any Product, the publication of data and results in accordance with Section 10.4, the Filing of NDAs for the Product and the achievement of Regulatory Approvals of the Product, such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with an advance copy the proposed text of any such announcement at least [**] for prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any approval by such announcement andother Party, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems such approval not to be inappropriate for disclosure. unreasonably withheld or delayed. (d) The contents of any announcement Parties agree that after a disclosure pursuant to subsection (b) or similar publicity which a press release pursuant to subsection (c) hereof has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 1 contract

Samples: License Agreement (Dermavant Sciences LTD)

Publicity/Use of Names. Neither Promptly following the Effective Date, Company may issue a press release as mutually agreed by the Parties and attached hereto as Schedule 5.5. Either Party may make subsequent public disclosure of the contents of such press release, provided, however, that unless otherwise required by applicable law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for listing has been submitted), neither Party shall make any other public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed). No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other PartyParty (such permission not to be unreasonably withheld, conditioned, or delayed), except as may be required by applicable law or the rules of a stock exchange on which the securities of the disclosing entity are listed (or to which an application for those disclosures expressly authorized under this Article 4. Following execution listing has been submitted) and neither Party shall not use the Trademarks of this AgreementMerck or its Affiliates in any publicity, either Party may issue a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Partiespromotion, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby its subject matter, without the prior express written consent permission of the other Party. The Parties agree that after any press release is made pursuant to this Section 5.5, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer a Party may make subsequent public disclosures of the same content without having to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to give the other Party a copy the opportunity to review and comment on such subsequent disclosure, provided that such information remains accurate as of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled releasesuch time. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable LawCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, each Party shall provide the other with an advance copy of any such announcement at least MARKED BY [**] 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Appears in 1 contract

Samples: Research Collaboration and Exclusive License Agreement (Janux Therapeutics, Inc.)

Publicity/Use of Names. Neither Party (a) No disclosure of the existence of, or the terms of, this Agreement may be made by either party, and no party shall use the name, trademark, trade name or logo of the other Party, party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Partyparty, except for those disclosures as expressly authorized under set forth below in this Article 4. Following execution of this Agreement, either Party may Paragraph 10. (b) Servier agrees that Celladon shall have the right to issue a an initial press release announcing the existence execution of this Agreement in substantially the form attached hereto as Attachment 3 on or after the Effective Date. It is further acknowledged that each party may desire or be required by applicable laws, rules or regulations (including disclosure requirements of the U.S. Securities and substance agreed to in writing Exchange Commission (“SEC”)) or the requirements of any stock exchange on which securities issued by both Partiesa party are traded, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other subsequent press release or other public statement disclosing other information releases relating to this Agreement or activities hereunder. The parties agree that any such subsequent press releases shall be subject to the transactions contemplated hereby without other party’s prior consent and that the parties shall consult with each other reasonably and in good faith with respect to the text and timing of subsequent press releases prior written to the issuance thereof, provided that a party may not unreasonably withhold consent to such releases, and that either party may issue such press releases as it determines, based on advice of counsel, are reasonably necessary to comply with applicable laws, rules or regulations (including SEC disclosure requirements) or with the requirements of any stock exchange on which securities issued by a party are traded. In the event of a required public announcement, to the extent practicable under the circumstances, the party making such announcement shall use commercially reasonable efforts to provide the other party with a copy of the proposed text of such announcement sufficiently in advance of the scheduled release to afford such other Partyparty a reasonable opportunity to review and comment upon the proposed text. Each party may make public statements regarding this Agreement in response to questions by the press, analysts, investors or those attending industry conferences or financial analyst calls, or issue press releases, so long as any such public statement or press release is not inconsistent with prior public disclosures or public statements approved by the other party or otherwise permitted by this Paragraph 10 and does not reveal non-public information about the other party. (c) The parties shall coordinate in advance with each other in connection with the filing of this Agreement (including redaction of certain provisions of this Agreement) with the SEC or other governmental agency or any stock exchange on which consent securities issued by a party are traded, and each party shall not use reasonable efforts to seek confidential treatment for the terms proposed to be unreasonably withheld or delayedredacted; provided that Arvinas agrees that it each party shall ultimately retain control over what information to disclose to the SEC or any stock exchange or other governmental agency, as the case may be. Other than such obligation, neither party shall be deemed reasonable for Pfizer obligated to withhold its consent for consult with or obtain approval from the disclosure of other party with respect to any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject filings to the following. Each Party agrees to provide to the other Party a copy of SEC or 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name stock exchange or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsgovernmental agency.

Appears in 1 contract

Samples: Material Transfer and Exclusivity Agreement (Celladon Corp)

Publicity/Use of Names. Neither Subject to the rest of this Section 10.5, no disclosure of the existence, or the terms, of this Agreement may be made by either Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law. Notwithstanding the above, each Party and its Affiliates may disclose on its website and in its promotional materials that the other Party is a development partner of such Party for those disclosures expressly authorized the Products and may utilize the other Party’s name and logo in conjunction with such disclosure. (a) A Party may disclose this Agreement and its terms, and material developments or material information generated under this Article 4. Following execution of this Agreement, either in securities filings with the SEC (or equivalent foreign agency) to the extent required by law after complying with the procedure set forth in this Section 10.5. In such event, the Party may issue seeking such disclosure will prepare a press release announcing the existence draft confidential treatment request and proposed redacted version of this Agreement in form to request confidential treatment for this Agreement, and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each the other Party agrees not to issue promptly (and in any other press release or other public statement disclosing other information relating event, no more than [***] after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to this allow the Party seeking disclosure to file its request within the time lines proscribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement or from the transactions contemplated hereby without SEC as represented by the prior written consent of redacted version reviewed by the other Party. (b) Further, which consent shall not each Party acknowledges that the other Party may be unreasonably withheld legally required to make public disclosures (including in filings with the SEC or delayed; other agency) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the Party seeking such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to first provides the other Party a copy of any the proposed disclosure, and provided further that (except to the extent that the Party seeking disclosure is required to disclose such information to comply with applicable laws or regulations) if the other Party demonstrates to the reasonable satisfaction of the Party seeking disclosure, within [***] of such Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the Development and/or Commercialization of a Product being Developed and/or Commercialized, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (c) If either Party desires to issue a press release or make a public announcement regarding concerning the material terms of this Agreement or the subject matter thereof Development or Commercialization of the Product under this Agreement, such as soon as reasonably practicable under announcing the circumstances prior to its scheduled release. Except under extraordinary circumstances or to commencement of Phase II Clinical Trials and Phase III Clinical Trials for the extent any Product, the publication of data and results in accordance with Section 10.4, the Filing of NDAs for the Product and the achievement of Regulatory Approvals of the Product, such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with an advance copy the proposed text of any such announcement at least [**] for prior to its scheduled release. Each Party shall have the right to expeditiously review and recommend changes to any approval by such announcement andother Party, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems such approval not to be inappropriate for disclosure. unreasonably withheld or delayed. (d) The contents of any announcement Parties agree that after a disclosure pursuant to subsection (b) or similar publicity which a press release pursuant to subsection (c) hereof has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures or issue a press release disclosing the same content without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 1 contract

Samples: License Agreement (Dermavant Sciences LTD)

Publicity/Use of Names. Neither (a) Promptly after the Effective Date and on a date mutually agreed by the Parties, the Parties shall agree and issue a joint press release announcing the restatement of the Agreement. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 11.3 and this Section 11.5. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 11.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] Business Days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [*] Business Day period. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities or by issuing a press release announcing the existence release) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] days after the receipt of such proposed disclosure, provided that in form no event shall the Party having such disclosure obligation be required to delay its disclosure in a manner that may cause such Party to violate any Law or incur any legal liability. (d) Other than the initial press release as described in Section 11.5(a) above and substance agreed any press release issued pursuant to in writing by both PartiesSection 11.5(c), such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue the Parties agree that the portions of any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Cytokinetics shall have the right to expeditiously disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement, progress, status, completion and key results of each clinical trials conducted by the Parties under this Agreement; (iii) the receipt of any milestone payments under this Agreement; (iv) Marketing Approval of any Product; (v) the First Commercial Sale of any Product; and (vi) royalties paid to or received from Astellas. For each such disclosure, unless Cytokinetics otherwise has the right to make such disclosure under this Article 11, Cytokinetics shall provide Astellas with a draft of such disclosure at least [*] Business Days prior to its intended release for Astellas’ review and recommend changes comment, and shall consider Astellas’ comments in good faith. If Cytokinetics does not receive comments from Astellas within [*] Business Days, Cytokinetics shall have the right to any make such announcement and, except as otherwise required by Law, disclosure without further delay. The Parties shall use reasonable efforts to coordinate the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems timing of such disclosures to be inappropriate outside the trading hours of the NASDAQ and Tokyo stock markets, provided that neither Party shall be required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for disclosure. or sanctions upon such Party in such Party’s sole judgment. (e) The contents of any Parties agree that after a disclosure pursuant to Section 11.5(b), a press release (including the initial press release) or other public announcement or similar publicity which pursuant to Section 11.5(c) has been reviewed and approved by the reviewing Party can be re-released by other Party, either Party may make subsequent public disclosures reiterating such information without a requirement for re-having to obtain the other Party’s prior consent or approval. (f) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, the company’s website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases issued pursuant to this Section 11.5. In addition[*] = Certain confidential information contained in this document, except marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more Rule 24b-2 of the patents or applications comprising the Yale Licensed PatentsSecurities Exchange Act of 1934, as amended.

Appears in 1 contract

Samples: License and Collaboration Agreement (Cytokinetics Inc)

Publicity/Use of Names. Neither (a) The Parties have agreed on language of a joint press release announcing the restatement of the Agreement, which is attached hereto as Exhibit J, to be issued by the Parties promptly after the Amendment Effective Date. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 13.3 and this Section 13.5. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 13.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] Business Days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [*] Business Day period. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities or by issuing a press release announcing the existence release) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] days after the receipt of such proposed disclosure, provided that in form no event shall the Party having such disclosure obligation be required to delay its disclosure in a manner that may cause such Party to violate any Law or incur any legal liability. (d) Other than the press release set forth in Exhibit J and substance agreed any press release issued pursuant to in writing by both PartiesSection 13.5(c), such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue the Parties agree that the portions of any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Cytokinetics shall have the right to expeditiously disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement, progress, status, completion and key results of each clinical trials conducted by the Parties under this Agreement; (iii) the receipt of any milestone payments under this Agreement; (iv) Marketing Approval of any Collaboration Product; (v) the First Commercial Sale of any Collaboration Product; and (vi) royalties received from Astellas. For each such disclosure, unless Cytokinetics otherwise has the right to make such disclosure under this Article 13, Cytokinetics shall provide Astellas with a draft of such disclosure at least [*] Business Days prior to its intended release for Astellas’ review and recommend changes comment, and shall consider Astellas’ comments in good faith. If Cytokinetics does not receive comments from Astellas within [*] Business Days, Cytokinetics shall have the right to any make such announcement and, except as otherwise required by Law, disclosure without further delay. The Parties shall use reasonable efforts to coordinate the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems timing of such disclosures to be inappropriate outside the trading hours of the NASDAQ and Tokyo stock markets, provided that neither Party shall be required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for disclosure. or sanctions upon such Party in such Party’s sole judgment. (e) The contents of any Parties agree that after a disclosure pursuant to Section 13.5(b), a press release (including the initial press release) or other public announcement or similar publicity which pursuant to Section 13.5(c) has been reviewed and approved by the reviewing Party can be re-released by other Party, either Party may make subsequent public disclosures reiterating such information without a requirement for re-having to obtain the other Party’s prior consent or approval. In addition. (f) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, except the company’s website, collateral materials and corporate overviews to describe the extent required by Laws collaboration relationship, as well as in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names taglines of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent press releases issued pursuant to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsthis Section 13.5.

Appears in 1 contract

Samples: License and Collaboration Agreement (Cytokinetics Inc)

Publicity/Use of Names. Neither Subject to Section 12.2 and the rest of this Section 12.4, no disclosure of the terms of this Agreement may be made by any Party or its Affiliates, and no Party shall use the name, trademark, trade name or logo of the any other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or other public disclosure relating to this Agreement or its subject matter, without the prior express written permission of the such other Party, except as may be required by Law. (a) Notwithstanding anything contained in this Agreement to the contrary, a Party may disclose this Agreement and its terms in securities filings with the U.S. Securities Exchange Commission (“SEC”), the China Securities Regulatory Commission (“CSRC”), Israel Securities Authority (“ISA”) or other regulatory agency (collectively, “Securities Agencies”) or exchange where a Party’s securities are traded (or equivalent foreign agency or exchange) (collectively, “Exchanges”) to the extent required by Law after complying with the procedure set forth in this Section 12.4. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no more than 7 days after receipt of such confidential treatment request and proposed redactions (or such lesser period of time as required by Law)) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Securities Agencies and/or Exchanges. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of the Agreement from applicable agency or exchange as represented by the redacted version reviewed by the other Party. (b) Further, each Party acknowledges that the other Party may issue a press release announcing be legally required to make public disclosures (including in filings with Securities Agencies and/or Exchanges) of the existence execution and delivery of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld as well as certain material developments or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other material information relating to generated under this Agreement or and agrees that each Party may make such disclosures as required by Law; provided, however, that the transactions contemplated hereby without Party seeking such disclosure first provides the prior written consent other Party with a copy of the other Partyproposed disclosure, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any (except to the extent that the Party seeking disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees disclose such information to provide to comply with applicable Law) if 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 or demonstrates to the extent any reasonable satisfaction of the Party seeking disclosure, within 3 days of such advance notice Party’s providing the copy, that the public disclosure of previously undisclosed information will materially adversely affect the pre-commercialization or notice period is not consistent with commercialization of a Product being pre-commercialized or commercialized in the applicable LawTerritory, the Party seeking disclosure will remove from the disclosure such specific previously undisclosed information as the other Party shall reasonably request to be removed. (c) During the Term, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously issue a press release or make a public announcement concerning the material terms of this Agreement or the Pre-Commercialization or Commercialization under this Agreement. If a Party desires to issue such a press release or make such a public announcement, it shall provide the other Party with reasonable advance notice of the content thereof. The other Party shall have the right to review and recommend changes comment on such proposed press release or announcement and the Party proposing such press release or public announcement shall take into consideration and incorporate when appropriate the comment from the other Party; provided, however, that in the event that a Party does not respond within 3 days of the date on which the announcement was provided to any such announcement and, except as otherwise required by LawParty, the Party whose desiring to issue the release or make the announcement has been reviewed shall remove any information the reviewing Party reasonably deems may proceed to be inappropriate for disclosure. do so. (d) The contents of any announcement Parties agree that after a public disclosure pursuant to Sections 12.4(a), (b) or similar publicity which (c) has been reviewed and approved by the reviewing other Party can (or be re-released by either deemed to have been approved), the disclosing Party may make subsequent public disclosures or issue a press release disclosing the same content as was contained in such public disclosure without having to obtain the other Party’s prior consent and approval. (e) Licensee acknowledges and agrees that Oramed may furnish a requirement for re-approval. In addition, except fully executed copy of this Agreement to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.Oramed Inc.

Appears in 1 contract

Samples: Technology License Agreement (Oramed Pharmaceuticals Inc.)

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Publicity/Use of Names. Neither (a) The Parties have agreed on language of a joint press release announcing this Agreement, which is attached hereto as Exhibit J, to be issued by the Parties promptly after the mutual execution of the Agreement. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 12.3 and this Section 12.5. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 12.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended. applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] Business Days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [*] Business Day period. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities or by issuing a press release announcing the existence release) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] days after the receipt of such proposed disclosure, provided that in form no event shall the Party having such disclosure obligation be required to delay its disclosure in a manner that may cause such Party to violate any Law or incur any legal liability. (d) Other than the press release set forth in Exhibit J and substance agreed any press release issued pursuant to in writing by both PartiesSection 12.5(c), such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue the Parties agree that the portions of any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party Cytokinetics shall have the right to expeditiously disclose publicly (including on its website): (i) the fact that it has entered into this Agreement; (ii) the commencement, progress, status, completion and key results of each clinical trials conducted by the Parties under this Agreement; (iii) the receipt of any milestone payments under this Agreement; (iv) Marketing Approval of any Collaboration Product; (v) the First Commercial Sale of any Collaboration Product; and (vi) royalties received from Astellas. For each such disclosure, unless Cytokinetics otherwise has the right to make such disclosure under this Article 12, Cytokinetics shall provide Astellas with a draft of such disclosure at least [*] Business Days prior to its intended release for Astellas’ review and recommend changes comment, and shall consider Astellas’ comments in good faith. If Cytokinetics does not receive comments from Astellas within [*] Business Days, Cytokinetics shall have the right to any make such announcement and, except as otherwise required by Law, disclosure without further delay. The Parties shall use reasonable efforts to coordinate the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems timing of such disclosures to be inappropriate outside the trading hours of the NASDAQ and Tokyo stock markets, provided that neither Party shall be required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for disclosure. or sanctions upon such Party in such Party’s sole judgment. (e) The contents of any Parties agree that after a disclosure pursuant to Section 12.5(b), a press release (including the initial press release) or other public announcement or similar publicity which pursuant to Section 12.5(c) has been reviewed and approved by the reviewing Party can be re-released by other Party, either Party may make subsequent public disclosures reiterating such information without a requirement for re-having to obtain the other Party’s prior consent or approval. In addition[ * ] = Certain confidential information contained in this document, except marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more rule 24b-2 of the patents or applications comprising Securities Exchange Act of 1934, as amended. (f) Each Party agrees that the Yale Licensed Patentsother Party shall have the right to use such first Party’s name and logo in presentations, the company’s website, collateral materials and corporate overviews to describe the collaboration relationship, as well as in taglines of press releases issued pursuant to this Section 12.5.

Appears in 1 contract

Samples: License and Collaboration Agreement (Cytokinetics Inc)

Publicity/Use of Names. Neither The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 8.3 and this Section 8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit I, to be issued by Verastem on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 8.3 and this Section 8.6. Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 8.6 or with the prior express written permission of the other PartyVerastem, except for those disclosures expressly authorized under this Article 4as may be required by Applicable Laws. Following execution of Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, either Party may issue a including the initial press release announcing and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the existence distinctiveness, reputation, and validity of this Agreement in form any trademarks and substance agreed to in writing by both Parties, such agreement to corporate or trade names of Verastem shall not be unreasonably withheld impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or delayed. Each Party agrees not to issue logo of Licensee, its Affiliates or their respective employees in any other press publicity, promotion, news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby without its subject matter, except as provided in this Section 8.6 or with the prior express written consent permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the other Partyinitial press release and all subsequent press releases, which consent and accompanied explanatory text such as “Licensed to Sanofi”; provided that Verastem will use License’s corporate name only in such manner that the distinctiveness, reputation, and validity of any trademarks and corporate or trade names of Licensee shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to impaired, in a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required manner consistent with best practices used by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 Verastem with respect to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not other collaborators, and in a manner consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsLicensee’s brand usage policies.

Appears in 1 contract

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

Publicity/Use of Names. Neither (a) Except as otherwise provided in this Agreement, neither Party nor any of its Affiliates or Third Party licensee shall use the name, trademark, trade name or logo of the other Party, Party or any of its Affiliates or Third Party licensee, or the names of their respective employee(s) employees, in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either as may be required by law. (b) Each Party may issue a press release announcing the existence of entry into this Agreement in a form and substance agreed to approved by the Parties in writing as of the Effective Date. Neither Party nor any of its Affiliates shall originate any other publicity, news release or other public announcement including, without limitation, online announcement or disclosure, written or oral, relating to the terms or conditions contained in this Agreement, or the existence of and information about any performance, including, without limitation, *** Confidential Treatment Requested any Development Studies, conducted by both Partiesany Party and/or any of its Affiliates under this Agreement without the prior written approval, and agreement upon the nature and text of such announcement or disclosure, of the other Party, which approval and agreement to shall not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other PartyFor clarity, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party BIAL shall have the right to expeditiously provide its or its Affiliates’ licensees outside the Territory with a copy of each draft copy of announcement of NBIX for their review and recommend changes comment. (c) Notwithstanding the foregoing, either Party may make such disclosures without the prior consent of the other Party if such disclosure is required by law; provided, however, that any disclosure required by law shall be subject to the last sentence of Section 13.3(b) mutatis mutandis. (d) The Party desiring to make any public announcement or other disclosure, as provided above, shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time, and in any event at least […***…], to the extent practicable with respect to legally required disclosures, prior to public release, and shall provide the other Party with a written copy thereof, in English language, in order to allow such other Party to comment upon such announcement and, except as otherwise or disclosure. (e) The Parties acknowledge that no further approval is required by Law, the Party whose announcement for disclosure of information for which consent has previously been reviewed shall remove any obtained and information the reviewing Party reasonably deems of a similar nature to be inappropriate for disclosure. The contents of any announcement or similar publicity that which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except previously disclosed publicly with respect to the extent required by Laws subject matters contained in connection with patent enforcement activities this Agreement and/or the existence of and information about any performance conducted under this Agreement or related to Licensed Product in accordance with Article 7any country in and outside the Territory. (f) The Parties agree that generally they shall make press releases simultaneously; provided, Pfizer however, that in the event that one Party informs the other Party that it does not desire to make a press release, such Party shall not use be obligated to make such press release and the name “Yale” other Party may make a unilateral press release on its own behalf subject to the provisions of this Section 13.5. (g) All press releases of NBIX related to Licensed Products or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor where the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without Licensed Products are mentioned shall include a phrase to the prior written consent of Yale University effect that all rights to Licensed Products and BIA 9-1067 are licensed from BIAL in each instance, such consent to be granted or withheld by Yale University the same manner as set forth in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsSection 2.1(f).

Appears in 1 contract

Samples: License Agreement (Neurocrine Biosciences Inc)

Publicity/Use of Names. Neither No disclosure of the existence or the terms of this Agreement may be made by either Party (or its respective Affiliates), and no Party (or its respective Affiliates) shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by law; provided, however, if Merck desires to use any trademark identified by Dynavax as of the Effective Date for those disclosures expressly authorized under use for the Licensed Vaccine and/or Product in the Territory (excluding the trademark Dynavax™, but including without limitation the trademark Heplisav™), in connection with the marketing, promotion and/or sale of Product, Dynavax shall grant Merck a non-exclusive, royalty-free, perpetual license to such trademark(s), with a right of sublicense, solely for the marketing, promotion and sale of Products in the Field in the Territory in accordance with this Article 4Agreement. Following The Parties acknowledge and agree that, upon and/or following the Effective Date, the Parties shall issue a joint press release announcing the execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press release prior to the issuance thereof; provided, either however, that neither Party shall issue any such press release without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable (i) a press release announcing the existence of this Agreement in form and substance agreed to in writing by both Parties, such agreement to Party shall not be unreasonably withheld or delayed. Each Party agrees not to issue any other such press release releases or other public statement disclosing other information relating to this Agreement make such statements or the transactions contemplated hereby disclosures without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; ’s prior review and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, comment and (ii) each Party shall provide the other Party with an advance copy of any such announcement at least [**no less than [ * ] prior to its scheduled release. Each Party shall have the right to expeditiously review for each such press release unless an otherwise shorter period of time is required under applicable public disclosure laws and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approvalregulations. In addition, except following any initial press release(s) announcing this Agreement or other public disclosure approved by both Parties, either Party shall be free to disclose, without the extent required by Laws in connection with patent enforcement activities conducted other Party’s prior written consent, the existence of this Agreement, the identity of the other Party and those terms of the Agreement which have already been publicly disclosed in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsherewith. [ * ].

Appears in 1 contract

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

Publicity/Use of Names. Neither Party shall use (a) The Parties agree that the name, trademark, trade name or logo material terms of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its are the Confidential Information of both Parties, subject matter, without to the prior express written permission of the other Party, except for those disclosures expressly special authorized under disclosure provisions set forth in Section 10.3 and this Article 4Section 10.5. Following execution of this Agreement, either Party may issue The Parties shall agree on a joint press release announcing this Agreement whose substance and the date and the time of the announcement shall be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each by either Party agrees to provide to the other Party a copy of any public announcement regarding or its Affiliates except as provided in Section 10.3 and this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled releaseSection 10.5. Each Party shall have the right to expeditiously review use the other Party’s name and recommend changes logo in presentations, its website, collateral materials and corporate overviews to any describe the collaboration relationship, as well as in taglines of press releases issued in accordance with this Section 10.5; provided that when Zai uses NVCR’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and Zai shall include an accompanied explanatory text such announcement andas “Licensed from Novocure”; further provided that a Party will use the other Party’s corporate name only in such manner that the distinctiveness, except as otherwise required by Lawreputation, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents and validity of any announcement trademarks and corporate or similar publicity which has been reviewed trade names of the other Party shall not be impaired, and approved by in a manner consistent with best practices it uses with respect to its other collaborators. (b) A Party may disclose this Agreement in securities filings with the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except Securities and Exchange Commission or equivalent foreign agency to the extent required by Laws Applicable Laws. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in connection with patent enforcement activities conducted any CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 34 event, no more than [***] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in accordance with Article 7, Pfizer a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall not use reasonably consider any comments thereto provided by the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, Party within such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents[***] Business Day period.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zai Lab LTD)

Publicity/Use of Names. Neither Party No disclosure of the existence of, or the terms of, this AGREEMENT may be made by either Party, and no party shall use the name, trademark, trade name or logo of the other Party, Party or its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement AGREEMENT or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4as may be required by law. Following execution The parties acknowledge and agree that, upon and following the Effective Date, one or both of this Agreement, either Party may the Parties intends to issue a press release announcing the existence execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided, however, that neither Party shall issue any such press releases without the other Party's consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines, based on advice of counsel, are reasonably necessary to comply with applicable laws and regulations; provided, however, that a Party shall not issue any such press releases or make such statements or disclosures without the other Party's prior review and comment. In addition, following any initial press release(s) announcing this Agreement in form and substance agreed to in writing or other public disclosure approved by both Parties, such agreement either Party shall be free to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby disclose, without the other Party's prior written consent consent, the existence of this Agreement, the identity of the other PartyParty and those terms of the Agreement which have already been publicly disclosed in accordance herewith. 11. ARBITRATION/GOVERNING LAW 19 <PAGE> [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [**] 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appears in 1 contract

Samples: Supply Agreement

Publicity/Use of Names. Neither The Parties agree that the terms and conditions of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section ‎8.3 and this Section ‎8.6. The Parties have agreed on a press release announcing this Agreement, which is attached hereto as Exhibit C, to be issued by the Parties on such date and time as may be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section ‎8.3 and this Section ‎8.6. Licensee shall not use the name, trademark, trade name or logo of the other PartyVerastem, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section ‎8.6 or with the prior express written permission of the other PartyVerastem, except for those disclosures expressly authorized under this Article 4as may be required by Applicable Laws. Following execution of Licensee shall use Verastem’s corporate name in all publicity relating to this Agreement, either Party may issue a including the initial press release announcing and all subsequent press releases, and accompanied explanatory text such as “Licensed from Verastem, Inc.”; provided that Licensee will use Verastem’s corporate name only in such manner that the existence distinctiveness, reputation, and validity of this Agreement in form any trademarks and substance agreed to in writing by both Parties, such agreement to corporate or trade names of Verastem shall not be unreasonably withheld impaired, in a manner consistent with best practices used by Licensee with respect to its other collaborators, and in a manner consistent with Verastem’s brand usage policies. Additionally, Verastem shall not use the name, trademark, trade name or delayed. Each Party agrees not to issue logo of Licensee, its Affiliates or their respective employees in any other press publicity, promotion, news release or other public statement disclosing other information disclosure relating to this Agreement or the transactions contemplated hereby without its subject matter, except as provided in this Section 8.6 or with the prior express written consent permission of Licensee, except as may be required by Applicable Laws. Verastem shall use Licensee’s corporate name in all publicity relating to this Agreement, including the other Partyinitial press release and all subsequent press releases, which consent shall not be unreasonably withheld or delayedand accompanied explanatory text such as “Licensed to Yakult Honsha Co., Ltd.”; provided that Arvinas agrees Verastem will use License’s corporate name only in such manner that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; distinctiveness, reputation, and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.validity of

Appears in 1 contract

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

Publicity/Use of Names. Neither No disclosure of the existence, or the terms, of this Agreement may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures expressly authorized under this Article 4as may be required by law. Following execution The Parties acknowledge and agree that, upon and/or following the Effective Date, one or both of this Agreement, either Party the Parties may desire to issue a press release announcing the existence execution of this Agreement. The Parties agree to consult with each other reasonably and in good faith with respect to the text and timing of such press releases prior to the issuance thereof; provided, however, that neither Party shall issue any such press releases without the other Party’s consent, which may not be unreasonably withheld. Either Party may issue such press releases or otherwise make such public statements or disclosures (such as in annual reports to stockholders or filings with the Securities and Exchange Commission) as it determines in good faith based on advice of counsel, are reasonably necessary to comply with applicable public disclosure laws and regulations; provided, however, to the extent practicable a Party shall not issue any such press releases or make such statements or disclosures without the other Party’s prior review and comment. In addition, following any initial press release(s) announcing this Agreement in form and substance agreed to in writing or other public disclosure approved by both Parties, such agreement either Party shall be free to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby disclose, without the other Party’s prior written consent consent, the existence of this Agreement, the identity of the other Party, Party and those terms of the Agreement which consent shall not be unreasonably withheld have already been publicly disclosed in accordance herewith. Either Party may also disclose the terms and conditions of this Agreement under terms of confidentiality and non-use obligations that are substantially no less stringent than the confidentiality and non-use provisions in this Agreement to its current or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer potential advisors and to withhold its consent existing and potential lenders and investors for the disclosure purpose of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing such Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review financing activities and recommend changes to any such announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names a potential Change of any Control of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed PatentsParty.

Appears in 1 contract

Samples: Exclusive License and Research Collaboration Agreement (Avalon Pharmaceuticals Inc)

Publicity/Use of Names. Neither (a) The Parties will agree on language of a press release announcing this Agreement to be issued by the Parties promptly after the mutual execution of the Agreement. No other disclosure of the existence or the terms of this Agreement or the subject hereof (“Disclosure”) may be made by either Party or its Affiliates except as provided in Section 9.3 and this Section 9.5. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 9.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [*] after receipt of such confidential treatment request and proposed redactions) gives its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within [*] following such receipt. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such Confidential Execution Version disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [*] (or such shorter period as required by the Securities Exchange Act of 1934, including the regulations promulgated thereunder, as amended) after the receipt of such proposed disclosure. In the event the reviewing Party would prefer not to make the proposed Disclosure, the Party seeking such Disclosure shall either (i) limit the proposed Disclosure to address the concerns of the other Party or (ii) provide a written opinion from counsel stating that such limited Disclosure is not sufficient to comply with the applicable law, rule or regulation. (d) Other than the press release announcing described in subsection (a) above, the existence Parties agree that the portions of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed); provided provided, however, that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for notwithstanding the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchangeforegoing, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party NewLink shall have the right to expeditiously review and recommend changes to any such announcement and, except as otherwise required by Law, disclose publicly (including on its website): (i) the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state fact that it has sublicensed entered into this Agreement; (ii) the receipt of any milestone payments under this Agreement; (iii) Marketing Approval of any Licensed Product; (iv) the First Commercial Sale of any Licensed Product; and (vi royalties received from Yale University one Genentech. For each such disclosure, unless NewLink otherwise has the right to make such disclosure under this Article 9, NewLink shall provide Genentech with a draft of such disclosure at least [*] (or more if such press release is being issued in conjunction with a filing under subsection (c) above, such shorter period as required by the Securities Exchange Act of 1934, including the regulations promulgated thereunder, as amended) prior to its intended release for Genentech’s review and comment, and shall consider Genentech’s comments in good faith. If NewLink does not receive comments from Genentech within the period specified above, NewLink shall have the right to make such disclosure without further delay. The Parties shall use reasonable efforts to coordinate the timing of such disclosures to be outside the trading hours of the patents NASDAQ stock market, provided that neither Party shall be required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for or applications comprising the Yale Licensed Patentssanctions upon such Party in such Party’s sole judgment.

Appears in 1 contract

Samples: License and Collaboration Agreement (Newlink Genetics Corp)

Publicity/Use of Names. Neither (a) The Parties, either jointly or separately, will issue a press release after the execution of this Agreement in a form and timing that is mutually agreed by the Parties. No other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in Section 7.3 and this Section 7.4. No Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 7.4 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than [ * ] Business Days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such [ * ] Business Day period. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities or by issuing a press release announcing the existence release) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within [ * ] days after the receipt of such proposed disclosure, provided that in form and substance agreed no event shall the Party having such disclosure obligation be required to delay its disclosure in writing by both Partiesa manner that may cause such Party to violate any Law or incur any legal liability. (d) Except for the public disclosure made pursuant to any press release issued pursuant to Section 7.4(c), such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue the Parties agree that the portions of any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder whether made jointly or separately that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld or delayed; ). The Parties shall use reasonable efforts to coordinate the timing of such disclosures to be outside the trading hours of the NASDAQ and Tokyo stock markets, provided that Arvinas agrees that it neither Party shall be deemed reasonable required to so delay such a disclosure where such delay would reasonably be expected to give rise to liability for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing sanctions upon such Party in such Party’s counselsole judgment. (e) The Parties agree that after a disclosure or other public announcement is made pursuant to this Section 7.4, either Party may be made subject make subsequent public disclosures reiterating such information without having to obtain the following. other Party’s prior consent or approval. (f) Each Party agrees to provide to that 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously review use such first Party’s name and recommend changes to any such announcement and, except as otherwise required by Lawlogo in presentations, the Party whose announcement has been reviewed shall remove any information company’s website, collateral materials and corporate overviews to describe the reviewing Party reasonably deems relationship between the Parties under this Agreement, as well as in taglines of press releases issued pursuant to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsthis Section 7.4.

Appears in 1 contract

Samples: Fast Skeletal Regulatory Activator Agreement (Cytokinetics Inc)

Publicity/Use of Names. Neither Party shall use (a) The Parties agree that the name, trademark, trade name or logo material terms of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its are the Confidential Information of both Parties, subject matter, without to the prior express written permission of the other Party, except for those disclosures expressly special authorized under disclosure provisions set forth in Section 10.3 and this Article 4Section 10.5. Following execution of this Agreement, either Party may issue The Parties shall agree on a joint press release announcing this Agreement whose substance and the date and the time of the announcement shall be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each by either Party agrees to provide to the other Party a copy of any public announcement regarding or its Affiliates except as provided in Section 10.3 and this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled releaseSection 10.5. Each Party shall have the right to expeditiously review use the other Party’s name and recommend changes logo in presentations, its website, collateral materials and corporate overviews to any describe the collaboration relationship, as well as in taglines of press releases issued in accordance with this Section 10.5; provided that when Zai uses NVCR’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and Zai shall include an accompanied explanatory text such announcement andas “Licensed from Novocure”; further provided that a Party will use the other Party’s corporate name only in such manner that the distinctiveness, except as otherwise required by Lawreputation, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents and validity of any announcement trademarks and corporate or similar publicity which has been reviewed trade names of the other Party shall not be impaired, and approved by in a manner consistent with best practices it uses with respect to its other collaborators. (b) A Party may disclose this Agreement in securities filings with the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except Securities and Exchange Commission or equivalent foreign agency to the extent required by Laws Applicable Laws. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in connection with patent enforcement activities conducted any event, no more than [***] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in accordance with Article 7, Pfizer a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall not use reasonably consider any comments thereto provided by the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, Party within such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents[***] Business Day period.

Appears in 1 contract

Samples: License and Collaboration Agreement (NovoCure LTD)

Publicity/Use of Names. Neither Party shall use (a) The Parties agree that the name, trademark, trade name or logo material terms of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or disclosure relating to this Agreement or its are the Confidential Information of both Parties, subject matter, without to the prior express written permission of the other Party, except for those disclosures expressly special authorized under disclosure provisions set forth in Section 10.3 and this Article 4Section 10.5. Following execution of this Agreement, either Party may issue The Parties shall agree on a joint press release announcing this Agreement whose substance and the date and the time of the announcement shall be agreed by the Parties. No other disclosure of the existence or the terms of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each by either Party agrees to provide to the other Party a copy of any public announcement regarding or its Affiliates except as provided in Section 10.3 and this Agreement or the subject matter thereof as soon as reasonably practicable under the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled releaseSection 10.5. Each Party shall have the right to expeditiously review use the other Party’s name and recommend changes logo in presentations, its website, collateral materials and corporate overviews to any describe the collaboration relationship, as well as in taglines of press releases issued in accordance with this Section 10.5; provided that when Zai uses NVCR’s corporate name in all publicity relating to this Agreement, including the initial press release and all subsequent press releases, and Zai shall include an accompanied explanatory text such announcement andas “Licensed from Novocure”; further provided that a Party will use the other Party’s corporate name only in such manner that the distinctiveness, except as otherwise required by Lawreputation, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents and validity of any announcement trademarks and corporate or similar publicity which has been reviewed trade names of the other Party shall not be impaired, and approved by in a manner consistent with best practices it uses with respect to its other collaborators. (b) A Party may disclose this Agreement in securities filings with the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except Securities and Exchange Commission or equivalent foreign agency to the extent required by Laws Applicable Laws. In such event, the Party seeking such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party agrees to promptly (and in connection with patent enforcement activities conducted any THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 34 event, no more than [***] Business Days after receipt of such confidential treatment request and proposed redactions) give its input in accordance with Article 7, Pfizer a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines prescribed by Applicable Laws. The Party seeking such disclosure shall not use reasonably consider any comments thereto provided by the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, Party within such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents[***] Business Day period.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zai Lab LTD)

Publicity/Use of Names. Neither Subject to the foregoing and the terms below, no disclosure of the terms of this Agreement may be made by either Party or its Affiliates, and neither Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in any publicity, promotion, news release or other public disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except as may be required by Law. 11.3.1 A Party may disclose this Agreement and its terms in securities filings with the SEC or other regulatory agency (or equivalent foreign agency, including the Israel Securities Authority and the Tel Aviv Stock Exchange) to the extent required by Law after complying with the procedure set forth in this Section 11.4. In such event, the Party seeking such disclosure will prepare a draft confidential treatment request and a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no more than 7 days after receipt of such confidential treatment request and proposed redactions (or such lesser period of time as required by Law)) provide its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable SEC regulations or equivalent foreign agency regulations. The Party seeking such disclosure shall exercise reasonable commercial efforts to obtain confidential treatment of the Agreement and its terms (as applicable) from the SEC or equivalent foreign agency as represented by the redacted version reviewed by the other Party. 11.3.2 Further, each Party acknowledges that the other Party may issue a press release announcing be legally required to make public disclosures (including in filings with the existence SEC or other agency) of the execution and delivery of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld as well as certain material developments or delayed. Each Party agrees not to issue any other press release material information generated under or other public statement disclosing other information relating pursuant to this Agreement or the transactions contemplated hereby without the prior written consent of the other Partyand agrees that each Party may make such disclosures as required by Law, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the Party seeking such disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. Each Party agrees to provide to first provides the other Party a copy of any public announcement regarding this Agreement or the subject matter thereof as soon as reasonably practicable under proposed disclosure. 11.3.3 During the circumstances prior to its scheduled release. Except under extraordinary circumstances or to the extent any such advance notice or notice period is not consistent with applicable LawTerm, each Party shall provide the other with an advance copy of any such announcement at least [**] prior to its scheduled release. Each Party shall have the right to expeditiously issue a press release or make a public announcement concerning the material terms of this Agreement or the development of a project undertaken as part of the Collaboration. If a Party desires to issue such a press release or make such a public announcement, it shall provide the other Party with reasonable advance notice of the content thereof. The other Party shall have the right to review and recommend changes comment on such proposed press release or announcement and the Party proposing such press release or public announcement shall take into consideration and incorporate when appropriate the comment from the other Party; provided, however, that in the event that a Party does not respond within 3 business days of the date on which the announcement was provided to any such announcement and, except as otherwise required by LawParty, the Party whose desiring to issue the release or make the announcement has been reviewed shall remove any information the reviewing Party reasonably deems may proceed to be inappropriate for disclosure. do so. 11.3.4 The contents of any announcement Parties agree that after a public disclosure pursuant to Sections 11.4.1, 11.4.2 or similar publicity which 11.4.3 has been reviewed and approved by the reviewing other Party can (or be re-released by either deemed to have been approved), the disclosing Party may make subsequent public disclosures or issue a press release disclosing the same content as was contained in such public disclosure without a requirement for re-having to obtain the other Party’s prior consent and approval. In addition, except to the extent required by Laws in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patents.

Appears in 1 contract

Samples: Investment and Collaboration Agreement (BioLineRx Ltd.)

Publicity/Use of Names. Neither The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, which are governed by Sections 6.1, 6.2 and 6.3 as well as the special authorized disclosure provisions set forth in this Section 6.4 (Publicity; Use of Names). Additionally, no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except for those disclosures as may be required by applicable Law or as may be expressly authorized under permitted in this Article 4. Following execution Section 6.4 (Publicity; Use of this Agreement, either Names). (a) A Party may issue file a press release announcing the existence copy of this Agreement (or portions thereof) in form securities filings with the U.S. Securities and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld Exchange Commission (“SEC”) (or delayed. Each Party agrees not to issue any other press release or other public statement disclosing other information relating to this Agreement or the transactions contemplated hereby without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other with an advance copy of any such announcement 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 Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems to be inappropriate for disclosure. The contents of any announcement or similar publicity which has been reviewed and approved by the reviewing Party can be re-released by either Party without a requirement for re-approval. In addition, except equivalent foreign agency) to the extent required by Laws or advisable under applicable Law. (b) Further, each Party acknowledges that the other Party may be required under any disclosure obligations under applicable Law or the rules or regulations of any securities exchange or trading market or of bodies charged by Law with the regulation thereof or of the accounting profession (collectively, “Disclosure Obligations”) to make disclosures (including in connection filings with patent enforcement activities conducted in accordance with Article 7the SEC, Pfizer shall not use the name “Yale” other Government Authorities or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name stock exchanges or other designation owned disclosures to current or prospective lenders or other investors) of the terms of this Agreement or certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Yale Universitythe applicable Disclosure Obligations. (c) At any time following the Effective Date, nor the names of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent to be granted or withheld by Yale University in its sole discretion, except that Pfizer Party may state that it has sublicensed from Yale University issue one or more press releases or other public announcements (including joint press releases) relating to the terms and conditions of this Agreement or the patents performance hereunder in a form to be approved by the other Party (which approval shall not be unreasonably withheld, conditioned or applications comprising delayed). Prior to issuing any such press release or announcement, the Yale Licensed PatentsParty wishing to issue a press release shall provide a draft for the other Party’s review, and the other Party shall have five (5) business days to approve such press release or announcement or request any reasonable revisions to the form of such press release or announcement. Failure by the other Party to respond in writing within such period shall be deemed to constitute approval by the other Party of such press release or announcement in the form presented by the first Party.

Appears in 1 contract

Samples: Intellectual Property Purchase Agreement (Phibro Animal Health Corp)

Publicity/Use of Names. Neither (a) The Parties intend to issue a mutually agreed joint press release announcing this Agreement promptly after the mutual execution of the Agreement. Subject to Section 10.3 above, no other disclosure of the existence or the terms of this Agreement may be made by either Party or its Affiliates except as provided in this Section 10.5, and no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) employees in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without except as provided in this Section 10.5 or with the prior express written permission of the other Party, except as may be required by applicable Law. (b) A Party may disclose this Agreement in securities filings with the U.S. Securities and Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by applicable Law. In such event, the Party seeking such disclosure shall prepare a proposed redacted version of this Agreement to request confidential treatment for those disclosures expressly authorized under this Article 4. Following execution of this Agreement, either and the other Party agrees to promptly (and in any event, no less than […***…] days after receipt of such proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the time lines proscribed by applicable Law. The Party seeking such disclosure shall reasonably consider any comments thereto provided by the other Party within such […***…] day period. (c) Each Party acknowledges that the other Party may issue be legally required to make public disclosures (including in filings with the Governmental Authorities) of certain terms of or material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by law, provided that the Party seeking such disclosure first provides the other Party a copy of the proposed disclosure, and shall reasonably consider any comments thereto provided by the other Party within […***…] days after the receipt of such proposed disclosure, to the extent practicable. (d) Other than the press release announcing set forth in Exhibit 10.5, the existence Parties agree that the portions of this Agreement in form and substance agreed to in writing by both Parties, such agreement to not be unreasonably withheld or delayed. Each Party agrees not to issue any other press news release or other public statement disclosing other information announcement relating to this Agreement or the transactions contemplated hereby without performance hereunder that would disclose information other than that already in the prior written consent of the other Partypublic domain, which consent shall first be reviewed and approved by both Parties (with such approval not to be unreasonably withheld withheld, conditioned or delayed; provided that Arvinas agrees that it shall be deemed reasonable for Pfizer to withhold its consent for the disclosure of any information related to ). For each such disclosure, a Target or a specific Compound or the amount of any payment made or to be made under this Agreement; and provided further that any disclosure which is required by Law or the rules of a securities exchange, as reasonably advised by the disclosing Party’s counsel, may be made subject to the following. 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 or to the extent any such advance notice or notice period is not consistent with applicable Law, each Party shall provide the other Party with an advance copy a draft of any such announcement disclosure at least [***…] Business Days prior to its scheduled releaseintended release for review and comment, and shall consider such other Party’s comments in good faith. Each If a Party does not receive comments from the other Party within […***…] Business Days, such Party shall have the right to expeditiously review and recommend changes make such disclosure without further delay. (e) The Parties agree that after a disclosure pursuant to any such Section 10.5(c), or after a press release (including the initial press release) or other public announcement and, except as otherwise required by Law, the Party whose announcement has been reviewed shall remove any information the reviewing Party reasonably deems pursuant to be inappropriate for disclosure. The contents of any announcement or similar publicity which Section 10.5(d) has been reviewed and approved by the reviewing other Party, the disclosing Party can be re-released by either Party may make subsequent public disclosures reiterating such information without a requirement for re-having to obtain the other Party’s prior consent and approval. In additionCO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential (f) Each Party agrees that the other Party shall have the right to use such first Party’s name and logo in presentations, except the company’s website, collateral materials and corporate overviews to describe the extent required by Laws collaboration relationship, as well as in connection with patent enforcement activities conducted in accordance with Article 7, Pfizer shall not use the name “Yale” or “Yale University,” nor any variation or adaptation thereof, nor any trademark, trade name or other designation owned by Yale University, nor the names taglines of any of its trustees, officers, faculty, students, employees or agents, for any purpose without the prior written consent of Yale University in each instance, such consent press releases issued pursuant to be granted or withheld by Yale University in its sole discretion, except that Pfizer may state that it has sublicensed from Yale University one or more of the patents or applications comprising the Yale Licensed Patentsthis Section 10.5.

Appears in 1 contract

Samples: Co Development and Co Commercialization Agreement (Arcturus Therapeutics Ltd.)

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