Common use of Publicity/Use of Names Clause in Contracts

Publicity/Use of Names. 8.3.1 On the Effective Date, the Parties shall issue a mutually agreed upon press release relating to this Agreement and the activities to be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosure. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party. Neither Party shall disclose the existence or terms of this Agreement except as provided in this Section 8.3. 8.3.2 Notwithstanding the terms of Section 8.3.1, either Party shall be permitted to disclose the existence and terms of this Agreement to the extent required, in the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, rules or regulations, 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 8.3.2, 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 8.3.2, 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. 8.3.3 Either Party may also disclose the existence and terms of this Agreement to its attorneys and advisors and to potential acquirors, in connection with a potential consolidation, merger or similar transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, and/or to potential licensees and/or to potential collaborators and/or to permitted assignees in each case under a written agreement to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3.

Publicity/Use of Names. 8.3.1 On The Parties intend to agree upon the Effective Datecontent of one (1) or more press releases, the release of which the Parties shall issue a mutually agreed coordinate in order to accomplish such release promptly upon press release relating to 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 the activities to be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosure. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither neither Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its employees their respective employee(s) in any publicity or 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. Neither Notwithstanding the above, each Party shall and its Affiliates may disclose the existence or terms of on its website, in news releases, its promotional materials and other disclosures relating to this Agreement except as provided that the other Party is a development partner of such Party for the Licensed Products in this Section 8.3. 8.3.2 the Territory and may use the other Party’s name and logo in conjunction with such disclosure. Notwithstanding the terms of Section 8.3.1, either foregoing: (a) A Party shall be permitted to may disclose the existence and terms of this Agreement to the extent requiredand its terms, and material developments or material information generated under this Agreement, in news releases and securities filings with the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States U.S. Securities and Exchange Commission (“SEC”) (or any other governmental 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). Notwithstanding In such event, the foregoingParty seeking to make such disclosure will prepare a draft of such disclosure together with, before disclosing if applicable, a confidential treatment request to request confidential treatment for this Agreement or and proposed redacted version of this Agreement, and the other Party agrees to promptly (and in any event, no less than [***] Business Days after receipt of such request and, if applicable, proposed redactions) give its input in a reasonable manner in order to allow the terms hereof pursuant Party seeking disclosure to this Section 8.3.2, file its request within the Parties will consult with one another on the terms time lines prescribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement to be from the SEC as represented by the redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 8.3.2, 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 version reviewed by the other Party. 8.3.3 Either (b) Further, each Party acknowledges that the other Party may also disclose be legally required, or may be required by the existence 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 desires to issue a press release or make a public announcement concerning the material terms of this Agreement to its attorneys and advisors and to potential acquirorsor the Development, in connection with Commercialization or Exploitation of the Compounds or a potential consolidation, merger or similar transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, and/or to potential licensees and/or to potential collaborators and/or to permitted assignees in each case Licensed Product under a written agreement to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3.this

Publicity/Use of Names. 8.3.1 On No disclosure of the Effective Dateexistence, or the Parties shall issue a mutually agreed upon press release relating to terms, of this Agreement may be made by either Party or its Affiliates, and the activities to be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosure. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither neither Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its employees their respective employee(s) in any publicity or 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. Neither Notwithstanding the above, each Party shall and its Affiliates may disclose on its website and in its promotional materials that the existence or terms other Party is a development partner of such Party for the Licensed Products and may use the other Party’s name and logo in conjunction with such disclosure. 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. (a) A Party may disclose this Agreement except as provided and its terms, and material developments or material information generated under 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 8.3. 8.3.2 Notwithstanding 10.5 (Publicity/Use of Names). In such event, the terms of Section 8.3.1, either Party shall be permitted seeking to disclose the existence make such disclosure will prepare a draft confidential treatment request and terms proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the extent requiredother Party agrees to promptly (and in any event, in the reasonable opinion no less than [***] after receipt of such Party’s legal counsel, confidential treatment request and proposed redactions) give its input in a reasonable manner in order to comply with allow the Party seeking disclosure to file its request within the time lines prescribed by applicable laws, rules or SEC regulations, 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 The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to this Section 8.3.2, the Parties will consult with one another on the terms obtain confidential treatment of this Agreement to be from the SEC as represented by the redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 8.3.2, 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 version reviewed by the other Party. 8.3.3 Either (b) Further, each Party acknowledges that the other Party may also disclose be legally required, or may be required by the existence 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 desires to issue a press release or make a public announcement concerning the material terms of this Agreement to its attorneys and advisors and to potential acquirorsor the Development or Commercialization of the Licensed Product under this Agreement, in connection such as the achievement of Regulatory Approvals of the Licensed Product, such Party shall provide the other Party with a potential consolidation, merger or similar transaction and to existing and potential investors or lenders the proposed text of such announcement for prior review and, except to the extent such press release or 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 announcement has been issued in compliance with subsection (a), as a part of their due diligence investigations(b) or (c) hereof, and/or each Party may make subsequent public disclosures or issue press releases or other public announcements disclosing the same content without having to potential licensees and/or to potential collaborators and/or to permitted assignees in each case under a written agreement to keep obtain the terms of this Agreement confidential other Party’s prior consent and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3approval.

Publicity/Use of Names. 8.3.1 On the Effective Date, the 12.1.1 The Parties shall issue have agreed on language of a mutually agreed upon press release relating to announcing this Agreement and the activities to be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior which is attached hereto as Exhibit E, to be issued by the date on which such Party would like to release such Proposed DisclosureParties promptly after the mutual execution of the Agreement. No approval other disclosure of the other existence or the terms of this Agreement (which terms the Parties acknowledge and agree is the Confidential Information of each Party) or the subject hereof (“Disclosure”) may be made by either Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approvedits Affiliates except as provided in this Section ‎12.1. Neither No Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity or publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, matter without the prior express written permission of the other Party. Neither , except as may be required by Applicable Law. 12.1.2 A Party shall may disclose the existence or terms of this Agreement except as provided in this Section 8.3. 8.3.2 Notwithstanding securities filings with the terms of Section 8.3.1United States Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Law. In such event, either the Party seeking such Disclosure shall be permitted to disclose the existence prepare a draft confidential treatment request and terms proposed redacted version of this Agreement to request confidential treatment for this Agreement, and shall provide the other Party with the opportunity, for no less than [***] before the date of the proposed filing, to review and comment on such proposed filing, and shall thereafter provide the other Party with reasonable advance notice and opportunity to comment on any subsequent changes to such filing. The Party seeking such Disclosure shall reasonably consider any comments thereto provided by the other Party. Nothing in this Section ‎12.1.2 shall limit a Party’s obligations under Section ‎11.1. CONFIDENTIALEXECUTION COPY 12.1.3 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 to the extent requiredrequired by Law, in provided that the reasonable opinion of Party seeking such Party’s legal counsel, to comply with applicable laws, rules or regulations, including without limitation Disclosure first provides 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 Party a copy of the terms hereof pursuant proposed Disclosure, and shall provide the other Party with no less than [***] before the date of the proposed Disclosure to this Section 8.3.2provide comments regarding the proposed Disclosure, unless a shorter review time is agreed to by both Parties. In the event the reviewing Party would prefer not to make the proposed Disclosure, the Parties will consult with one another on Party seeking such Disclosure shall make reasonable efforts to limit the terms proposed Disclosure to address the concerns 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 8.3.2, 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. 8.3.3 Either Party may also disclose 12.1.4 Other than the existence and terms press release set forth in Exhibit E, the Parties agree that the portions of any other news release or other public announcement relating to this Agreement or the performance hereunder that contain a proposed Disclosure shall first be reviewed and approved by both Parties. For each such proposed Disclosure, unless a Party otherwise has the right to make such Disclosure pursuant to and in accordance with the procedures set forth in Section ‎12.1.3, the Party seeking to make the proposed Disclosure shall provide the other Party with a draft of such Disclosure at least [***] prior to its attorneys intended release for review and advisors comment, unless a shorter review time is agreed to by both Parties, and shall obtain the other Party’s prior written approval of the proposed Disclosure prior to potential acquirors, in connection with a potential consolidation, merger or similar transaction and publication. The Parties shall use reasonable efforts to existing and potential investors or lenders coordinate the timing of such Disclosures to be outside the trading hours of the 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 sanctions upon such Party in such Party, as a part of their due diligence investigations, and/or to potential licensees and/or to potential collaborators and/or to permitted assignees ’s reasonable judgment. Nothing in each case under a written agreement to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3‎12.1.4 shall limit a Party’s obligations under Section ‎12.2.2.

Publicity/Use of Names. 8.3.1 On Except as expressly set forth in this Agreement, no disclosure of the Effective Dateexistence, or the Parties shall issue a mutually agreed upon press release relating to terms, including the financial terms, of this Agreement and the activities to may be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other made by either Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosure. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither no Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity or publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party. Neither Party shall disclose the existence or terms of this Agreement , except as provided may be required by Applicable Laws. Notwithstanding anything to the contrary in this Section 8.3. 8.3.2 Notwithstanding 9.6, the terms of Section 8.3.1Parties shall mutually agree to a press release with respect to this Agreement in the same form as Schedule 9.6 attached hereto and shall be promptly disseminated following signature. Once such press release is approved for disclosure by both Parties, either Party shall be permitted to disclose may make subsequent public disclosure of the existence and terms of this Agreement to the extent required, in the reasonable opinion contents of such press release or any subsequent joint or approved press release without further approval of the other Party. In addition, except as expressly permitted in this Agreement, Xxxxx shall not, without Merck’s legal counselprior written consent, make any public statement or disclosure, whether by promotion, news release or otherwise, with respect to comply with applicable laws, rules Antigens or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission Products or any other governmental agency. Notwithstanding aspect of the foregoing, before disclosing relationship between Merck and Xxxxx under this Agreement (“Non-Public Information”). However Xxxxx may, without Merck’s prior approval, make a public statement or issue a press release which is limited solely to announcing the receipt of any Milestone Payment or Option Exercise Fee received from Merck under this Agreement, provided that Xxxxx provides Merck with no less than five (5) Business Days to review any such press release and considers, in good faith, any comments or suggestions by Merck. If the public statement or press release discloses, with respect to Non-Public Information, anything more than the receipt of the terms hereof pursuant to this Section 8.3.2Milestone Payment or Option Exercise Fee (other than Xxxxx’x then standard corporate background information), the Parties will consult with one another on disclosure must be approved by Merck in writing prior to the terms of this Agreement disclosure, such approval not 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 8.3.2, 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 Partyunreasonably withheld. 8.3.3 Either Party may also disclose the existence and terms of this Agreement to its attorneys and advisors and to potential acquirors, in connection with a potential consolidation, merger or similar transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, and/or to potential licensees and/or to potential collaborators and/or to permitted assignees in each case under a written agreement to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3.

Publicity/Use of Names. 8.3.1 On 1.1.1 The Parties have agreed on language to be disclosed in Xencor’s next securities filing with the Effective DateSEC announcing this Agreement, which is attached hereto as Exhibit G, to be issued by Xencor after the mutual execution of the Agreement. No other disclosure of the existence or the terms of this Agreement (which terms the Parties shall issue a mutually agreed upon press release relating to this Agreement acknowledge and agree is the activities to be conducted hereunder. A Party may issue any subsequent press releases Confidential Information of each Party) or other public disclosures relating to this Agreement or activities conducted hereunder the subject hereof (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to may be unreasonably withheld; provided, however, that each made by either Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosureor its Affiliates except as provided in this Section 12.1. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its their respective employees in any publicity or publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, matter without the prior express written permission of the other Party. Neither , except as may be required by Applicable Law. 1.1.2 A Party shall may disclose the existence or terms of this Agreement except as provided in this Section 8.3. 8.3.2 Notwithstanding securities filings with the terms of Section 8.3.1United States Securities Exchange Commission (the “SEC”) or equivalent foreign agency to the extent required by Applicable Law. In such event, either the Party seeking such Disclosure shall be permitted to disclose the existence prepare a draft confidential treatment request and terms proposed redacted version of this Agreement to request confidential treatment for this Agreement, and shall provide the other Party with the opportunity, for no less [***] before the date of the proposed filing, to review and comment on such proposed filing, and shall thereafter provide the other Party with reasonable advance notice and opportunity to comment on any subsequent changes to such filing. The Party seeking such Disclosure shall reasonably consider any comments thereto provided by the other Party. Nothing in this Section 12.1.2 shall limit a Party’s obligations under Section 11.1. 1.1.3 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 to the extent requiredrequired by Law, in provided that the reasonable opinion of Party seeking such Party’s legal counsel, to comply with applicable laws, rules or regulations, including without limitation Disclosure first provides 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 Party a copy of the terms hereof pursuant proposed Disclosure, and shall provide the other Party with no less than [***] before the date of the proposed Disclosure to this Section 8.3.2provide comments regarding the proposed Disclosure, unless a shorter review time is agreed to by both Parties. In the event the reviewing Party would prefer not to make the proposed Disclosure, the Parties will consult with one another on Party seeking such Disclosure shall make reasonable efforts to limit the terms proposed Disclosure to address the concerns 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 8.3.2, 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. 8.3.3 Either Party may also disclose 1.1.4 Other than the existence and terms language set forth in Exhibit G, the Parties agree that the portions of any news release or other public announcement relating to this Agreement or the performance hereunder that contain a proposed Disclosure shall first be reviewed and approved by both Parties. For each such proposed Disclosure, unless a Party otherwise has the right to make such Disclosure pursuant to and in accordance with the procedures set forth in Section 12.1.3, the Party seeking to make the proposed Disclosure shall provide the other Party with a draft of such Disclosure at least [***] prior to its attorneys intended release for review and advisors comment, unless a shorter review time is agreed to by both Parties, and shall obtain the other Party’s prior written approval of the proposed Disclosure prior to potential acquirors, in connection with a potential consolidation, merger or similar transaction and publication. The Parties shall use reasonable efforts to existing and potential investors or lenders coordinate the timing of such Disclosures to be outside the trading hours of the 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 sanctions upon such Party in such Party, as a part of their due diligence investigations, and/or to potential licensees and/or to potential collaborators and/or to permitted assignees ’s reasonable judgment. Nothing in each case under a written agreement to keep the terms of this Agreement confidential and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.312.1.4 shall limit a Party’s obligations under Section 12.2.2. 1.1.5 Without limiting any of Genentech’s rights or remedies provided by Applicable Law or under this Agreement, [***].

Publicity/Use of Names. 8.3.1 On The Parties intend to agree upon the Effective Datecontent of one (1) or more press releases, the release of which the Parties shall issue a mutually agreed coordinate in order to accomplish such release promptly upon press release relating to 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 the activities to be conducted hereunder. A Party may issue any subsequent press releases or other public disclosures relating to this Agreement or activities conducted hereunder (each, a “Proposed Disclosure”) upon prior written approval of the other Party, such approval not to be unreasonably withheld; provided, however, that each Party will use commercially reasonably efforts to submit to the other Party a draft of such Proposed Disclosure for review and comment by the other Party at least [***] prior to the date on which such Party would like to release such Proposed Disclosure. No approval of the other Party shall be required if a subsequent press release or other public disclosure solely discloses information that has previously been approved. Neither neither Party shall use the name, trademark, trade name or logo of the other Party Party, its Affiliates or its employees their respective employee(s) in any publicity or 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. Neither Notwithstanding the above, each Party shall and its Affiliates may disclose the existence or terms of on its website, in news releases, its promotional materials and other disclosures relating to this Agreement except as provided that the other Party is a development partner of such Party for the Licensed Products in this Section 8.3. 8.3.2 the Territory and may use the other Party’s name and logo in conjunction with such disclosure. Notwithstanding the terms of Section 8.3.1, either foregoing: (a) A Party shall be permitted to may disclose the existence and terms of this Agreement to the extent requiredand its terms, and material developments or material information generated under this Agreement, in news releases and securities filings with the reasonable opinion of such Party’s legal counsel, to comply with applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States U.S. Securities and Exchange Commission (“SEC”) (or any other governmental equivalent foreign agency) to the extent required by Applicable Laws after complying with the procedure set forth in this Section 11.5 (Publicity/Use of Names). Notwithstanding In such event, the foregoingParty seeking to make such disclosure will prepare a draft of such disclosure together with, before disclosing if applicable, a confidential treatment request to request confidential treatment for this Agreement or and proposed redacted version of this Agreement, and the other Party agrees to promptly (and in any event, no less than [***] Business Days after receipt of such request and, if applicable, proposed redactions) give its input in a reasonable manner in order to allow the terms hereof pursuant Party seeking disclosure to this Section 8.3.2, file its request within the Parties will consult with one another on the terms time lines prescribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement to be from the SEC as represented by the redacted in making any such disclosure. If a Party discloses this Agreement or any of the terms hereof in accordance with this Section 8.3.2, 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 version reviewed by the other Party. 8.3.3 Either (b) Further, each Party acknowledges that the other Party may also disclose be legally required, or may be required by the existence 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 desires to issue a press release or make a public announcement concerning the material terms of this Agreement to its attorneys and advisors and to potential acquirorsor the Development, in connection Commercialization or Exploitation of the Compounds or a Licensed Product under this Agreement, such as the achievement of Regulatory Approvals of the Licensed Product or data from a clinical trial, such Party shall provide the other Party with a potential consolidation, merger or similar transaction and to existing and potential investors or lenders the proposed text of such announcement for prior review and, except to the extent such press release or 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 announcement has been issued in compliance with subsection (a), as a part of their due diligence investigations(b) or (c) hereof, and/or each Party may make subsequent public disclosures or issue press releases or other public announcements disclosing the same content without having to potential licensees and/or to potential collaborators and/or to permitted assignees in each case under a written agreement to keep obtain the terms of this Agreement confidential other Party’s prior consent and to use such confidential information solely for the purpose permitted pursuant to this Section 8.3.3approval.