Common use of Other Publications Clause in Contracts

Other Publications. In the event that Sanofi or Regeneron desires to issue any press releases or public announcements concerning this Agreement or any Ancillary Agreement or any other activities contemplated hereunder or thereunder, including restructuring of the LCA in connection with this Agreement, in each case, to the extent not otherwise addressed in Section 13.5, except as prohibited by a Governmental Authority or applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded), such Party agrees, unless the other Party and its Affiliates and its and their Sublicensees have permanently ceased Development and Commercialization of all Praluent Products, to provide to the other Party a copy of any such public announcement, as soon as reasonably practicable (which, except under extraordinary circumstances, shall be at least five (5) Business Days) prior to its scheduled release; provided, however, that, without prior submission to the other Party, either Party may issue press releases or public announcements that incorporate information concerning this Agreement or any Ancillary Agreement or any activities contemplated hereunder or thereunder that was included in a press release or public announcement that was previously approved by the other Party as part of a press release or other public disclosure concerning this Agreement or that contains only non-material factual (non-financial) information regarding this Agreement (e.g., that this Agreement remains in effect). Except as otherwise required by applicable Law, the Party whose press release has been reviewed shall remove any Party Information of the reviewing Party that the reviewing Party requests be removed. Except as required by applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded), or in connection with the enforcement of this Agreement, neither Party (or its Affiliates) shall disclose to any Third Party, under any circumstances, any financial terms of this Agreement that have not been previously disclosed publicly pursuant to this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; except for disclosures to Third Parties that are bound by obligations of confidentiality and nonuse at least equivalent in scope to those included herein with a term of at least five (5) years. Each Party acknowledges that the other Party, as a publicly traded company, is legally obligated to make timely disclosures of all material events relating to its business. The Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission or its equivalent in the Territory. Each Party will be entitled to make such filing but shall cooperate with each other and use reasonable efforts to obtain confidential treatment of confidential information, including trade secrets, in accordance with applicable Law. The filing Party will provide the non-filing Party with an advance copy of this Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon.

Other Publications. In The Parties will mutually agree upon the event contents of a joint press release which shall be issued simultaneously by both Parties upon the Effective Date. During the Term, Aventis and Regeneron agree not to (and to ensure that Sanofi or Regeneron desires to their respective Affiliates do not do so) issue any other press releases or public announcements concerning this Agreement or any Ancillary Agreement or any other activities contemplated hereunder or thereunder, including restructuring thereunder without the prior written consent of the LCA in connection with this Agreement, in each case, other Party to the extent not otherwise addressed in Section 13.5form, timing and content of any such release or announcement, except as prohibited required by a Governmental Authority or applicable Law (including Law, and, subject to the rules and regulations further provisions of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded)this Section 16.4, such each Party agrees, unless the other Party and its Affiliates and its and their Sublicensees have permanently ceased Development and Commercialization of all Praluent Products, agrees to provide to the other Party a copy of any such public announcement, as soon as reasonably practicable (which, except under extraordinary circumstances, shall be at least five (5) Business Days) prior to its scheduled release; provided, however, that, without prior submission to or approval of the other Party, either Party may issue press releases or public announcements that which incorporate information concerning this Agreement or any Ancillary Agreement or any activities contemplated hereunder or thereunder that which information was included in a press release or public announcement that which was previously approved by the other Party as part of a press release or other public disclosure concerning this Agreement or that which contains only non-material factual (non-financial) information regarding this Agreement the Collaboration (e.g., that the Collaboration is ongoing in accordance with the terms of this Agreement remains in effectAgreement). Except as otherwise required by applicable Law, the Party whose press release has been reviewed shall remove any Party Information of information the reviewing Party that the reviewing reasonably deems to be inappropriate for disclosure. Neither Party requests be removedshall unreasonably withhold or delay its consent to any such press release or announcement. Except as required by applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded)Law, or in connection with the enforcement of this Agreement, neither Party (or its their respective Affiliates) shall disclose to any Third Party, under any circumstances, any financial terms of this Agreement that have not been previously disclosed publicly pursuant to this Agreement, Article 16 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed; except for disclosures to Third Parties that are bound by obligations of confidentiality and nonuse at least equivalent in scope to those included herein with a term herein. In furtherance of at least five (5) years. Each the foregoing provisions of this Section 16.4, each Party acknowledges that shall give the other Party, as Party a publicly traded company, is legally obligated reasonable opportunity to make timely disclosures review all filings of this Agreement and all material events relating to its business. The Parties acknowledge that either or both Parties may be obligated to file a copy filings describing the terms of this Agreement with any Governmental Authority, including without limitation the United States Securities and Exchange Commission or its equivalent in the Territory. Each Party will be entitled Commission, prior to make submission of such filing but filings, and shall cooperate with each other and use give due consideration to any reasonable efforts to obtain confidential treatment of confidential information, including trade secrets, in accordance with applicable Law. The filing Party will provide comments by the non-filing Party with an advance copy relating to such filing, including without limitation the provisions of this Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereonshould be sought.

Other Publications. In The Parties will mutually agree upon the event contents of a joint press release with respect to the execution of this Agreement which shall be issued simultaneously by both Parties on the Effective Date. During the Term, Company and Regeneron agree not to (and to ensure that Sanofi or Regeneron desires to their respective Affiliates do not ) issue any other press releases or public announcements concerning this Agreement or any Ancillary Agreement or any other activities contemplated hereunder or thereunder, including restructuring without the prior written consent of the LCA in connection with this Agreement, in each case, to the extent other Party (which shall not otherwise addressed in Section 13.5be unreasonably withheld or delayed), except as prohibited required by a Governmental Authority or applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing a Party’s (or its parent entity’s) securities are traded), ; provided that the Party intending to disclose such Party agrees, unless information shall use reasonable efforts to provide the other Party advance notice of such required disclosure, an opportunity to review and its Affiliates comment on such proposed disclosure (which comments shall be considered in good faith by the disclosing Party) and its and their Sublicensees have permanently ceased Development and Commercialization of all Praluent Products, reasonable cooperation to provide to assist the other Party a copy of any to protect such public announcement, as soon as reasonably practicable (which, except under extraordinary circumstances, information and shall limit the disclosure to that information which is required to be at least five (5) Business Days) prior to its scheduled release; provided, however, thatdisclosed. Notwithstanding the foregoing, without prior submission to or approval of the other Party, either Party may issue press releases or public announcements that which incorporate information concerning this Agreement or any Ancillary Agreement or any activities contemplated hereunder or thereunder that which information was included in a press release or public announcement that disclosure which was previously approved by disclosed under the other Party as part terms of a press release or other public disclosure concerning this Agreement or that which contains only non-material factual (non-financial) information regarding this Agreement the Collaboration (e.g., that the Collaboration is ongoing in accordance with the terms of this Agreement remains in effectAgreement). Except as otherwise required by applicable Law, the Party whose press release has been reviewed shall remove any Party Information of the reviewing Party that the reviewing Party requests be removed. Except as required by a Governmental Authority or applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing a Party’s (or its parent entity’s) securities are traded), or in connection with the enforcement of this Agreement, neither Party (or its their respective Affiliates) shall disclose to any Third Party, under any circumstances, any financial terms of this Agreement that have not been previously disclosed publicly pursuant to this Agreement, Article 16 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed; except for disclosures to Third Parties that are bound by obligations of confidentiality and nonuse at least substantially equivalent in scope to those included herein with a term of at least five (5) years. Each Party The Parties, through the Committees, shall establish mechanisms and procedures to ensure that there are coordinated timely corporate communications relating to the Licensed Products in the Field. Company acknowledges that the other Party, Regeneron as a publicly traded company, company is legally obligated to make timely disclosures of all material events relating to its businessLicensed Products. The Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement with the United States Securities and Exchange Commission or its equivalent in the Territory. Each Party will be entitled to make such filing but shall cooperate with each other and use reasonable efforts to obtain confidential treatment of confidential informationconfidential, including trade secretssecret, information in accordance with applicable Law. The filing Party will provide the non-filing Party with an advance copy of this the Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereon.

Other Publications. In The Parties will mutually agree upon the event contents of a joint press release which shall be issued simultaneously by both Parties upon the Effective Date. During the Term, Aventis and Regeneron agree not to (and to ensure that Sanofi or Regeneron desires to their respective Affiliates do not do so) issue any other press releases or public announcements concerning this Agreement or any Ancillary Agreement or any other activities contemplated hereunder or thereunder, including restructuring thereunder without the prior written consent of the LCA in connection with this Agreement, in each case, other Party to the extent not otherwise addressed in Section 13.5form, timing and content of any such release or announcement, except as prohibited required by a Governmental Authority or applicable Law (including Law, and, subject to the rules and regulations further provisions of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded)this Section 16.4, such each Party agrees, unless the other Party and its Affiliates and its and their Sublicensees have permanently ceased Development and Commercialization of all Praluent Products, agrees to provide to the other Party a copy of any such public announcement, as soon as reasonably practicable (which, except under extraordinary circumstances, shall be at least five (5) Business Days) prior to its scheduled release; 68 provided, however, that, without prior submission to or approval of the other Party, either Party may issue press releases or public announcements that which incorporate information concerning this Agreement or any Ancillary Agreement or any activities contemplated hereunder or thereunder that which information was included in a press release or public announcement that which was previously approved by the other Party as part of a press release or other public disclosure concerning this Agreement or that which contains only non-material factual (non-financial) information regarding this Agreement the Collaboration (e.g., that the Collaboration is ongoing in accordance with the terms of this Agreement remains in effectAgreement). Except as otherwise required by applicable Law, the Party whose press release has been reviewed shall remove any Party Information of information the reviewing Party that the reviewing reasonably deems to be inappropriate for disclosure. Neither Party requests be removedshall unreasonably withhold or delay its consent to any such press release or announcement. Except as required by applicable Law (including the rules and regulations of any stock exchange or trading market on which the issuing Party’s (or its parent entity’s) securities are traded)Law, or in connection with the enforcement of this Agreement, neither Party (or its their respective Affiliates) shall disclose to any Third Party, under any circumstances, any financial terms of this Agreement that have not been previously disclosed publicly pursuant to this Agreement, Article 16 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed; except for disclosures to Third Parties that are bound by obligations of confidentiality and nonuse at least equivalent in scope to those included herein with a term herein. In furtherance of at least five (5) years. Each the foregoing provisions of this Section 16.4, each Party acknowledges that shall give the other Party, as Party a publicly traded company, is legally obligated reasonable opportunity to make timely disclosures review all filings of this Agreement and all material events relating to its business. The Parties acknowledge that either or both Parties may be obligated to file a copy filings describing the terms of this Agreement with any Governmental Authority, including without limitation the United States Securities and Exchange Commission or its equivalent in the Territory. Each Party will be entitled Commission, prior to make submission of such filing but filings, and shall cooperate with each other and use give due consideration to any reasonable efforts to obtain confidential treatment of confidential information, including trade secrets, in accordance with applicable Law. The filing Party will provide comments by the non-filing Party with an advance copy relating to such filing, including without limitation the provisions of this Agreement marked to show provisions for which the filing Party intends to seek confidential treatment and will reasonably consider the non-filing Party’s timely comments thereonshould be sought.