Common use of 7Publicity Clause in Contracts

7Publicity. Following the execution of this Agreement, Buyer may issue a press release announcing the Transactions and the execution of this Agreement after consulting in good faith with the Company. Prior to the publication of such initial press release or other communication, no party to this Agreement or Affiliate or representative of such party shall make any public announcement relating to this Agreement or the Transactions, other than as required by Law (including the rules and regulations promulgated by the SEC and any interpretations thereof by its staff) or the rules of any stock exchange to which such party is subject or pursuant to a demand of any Governmental Entity. Thereafter, Buyer may issue such press releases, and make such other public statements regarding this Agreement and the Transactions as it reasonably determines are required under applicable Law (including the rules and regulations promulgated by the SEC and any interpretations thereof by its staff), the rules of any stock exchange to which Buyer is subject or pursuant to a demand of any Governmental Entity or as otherwise in the best interest of Buyer, but the Stockholders’ Representative and the Company Stockholders shall not, and shall cause their respective Affiliates and representatives not to, issue any press release or make any public statement regarding this Agreement and the Transactions without first consulting with Buyer (including by providing such party the opportunity to review and comment thereon) and obtaining Buyer’s agreement to such press release or public statement, except as such party reasonably determines is required by applicable Law (in which case such party shall use commercially reasonable efforts to notify Buyer a reasonable time in advance of any such press release or public statement). Notwithstanding anything herein to the contrary, following Closing and after the public announcement of the transaction contemplated herein, the Stockholders’ Representative shall be permitted to announce that it has been engaged to serve as the Stockholders’ Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

7Publicity. Following the execution of this Agreement, Buyer may issue (a) The Parties will mutually agree to a joint press release announcing the Transactions and the execution of this Agreement after consulting in good faith with the Company. Prior to the publication of such initial press release or other communication, no party respect to this Agreement or Affiliate or representative promptly after the Effective Date. Either Party may make subsequent public disclosure of the contents of such party shall make any public announcement relating press release. Subject to this Agreement or the Transactionsforegoing, other than as required by Law (including the rules and regulations promulgated by the SEC and any interpretations thereof by its staff) or the rules of any stock exchange each Party agrees not to which such party is subject or pursuant to a demand of any Governmental Entity. Thereafter, Buyer may issue such press releases, and make such other public statements regarding this Agreement and the Transactions as it reasonably determines are required under applicable Law (including the rules and regulations promulgated by the SEC and any interpretations thereof by its staff), the rules of any stock exchange to which Buyer is subject or pursuant to a demand of any Governmental Entity or as otherwise in the best interest of Buyer, but the Stockholders’ Representative and the Company Stockholders shall not, and shall cause their respective Affiliates and representatives not to, issue any press release or make other public statement, whether oral or written, disclosing the terms hereof or any public statement regarding this Agreement ​ ​ of the activities conducted hereunder without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), provided, however, that neither Party will be prevented from complying with any duty of disclosure it may have pursuant to Applicable Laws or pursuant to the rules of any recognized stock exchange or quotation system, subject to, if reasonably possible and legally permissible, that Party notifying the Transactions without first consulting with Buyer other Party of such duty and limiting such disclosure as reasonably requested by the other Party (including by providing such party and using reasonable efforts to give the opportunity other Party sufficient time to review and comment thereonon any proposed disclosure). (b) For clarity, to the extent required by Applicable Laws or by any Securities Regulator, Marinus has the right to publicly disclose (i) the achievement of any milestones under this Agreement, (ii) the amount of any payment received by Marinus under this Agreement, and obtaining Buyer’s agreement (iii) subject to Section 9.4, the commencement, completion, data and results of Clinical Trials conducted under this Agreement. After a publication has been made available to the public, each Party may post such press release publication or public statementlink to it on its corporate website without the prior written consent of the other party. (c) The Parties hereby acknowledge and agree that either Party may be required by Applicable Laws to submit a copy of this Agreement to the U.S. Securities and Exchange Commission (the “SEC”) or any national or sub-national securities regulatory body in any jurisdiction (collectively, except as such party reasonably determines the “Securities Regulators”). If a Party is required by applicable Law Applicable Laws to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Securities Regulator, such Party agrees to consult and coordinate with the other Party with respect to such disclosure or the preparation and submission of a confidential treatment request for this Agreement. Notwithstanding the foregoing, if a Party is required by Applicable Laws or any Securities Regulator to submit a description of the terms of this Agreement to or file a copy of this Agreement with any Securities Regulator and such Party has (a) promptly notified the other Party in which case writing of such party shall use commercially reasonable efforts requirement and any respective timing constraints, (b) provided copies of the proposed disclosure or filing to notify Buyer the other Party reasonably in advance of such filing or other disclosure (with a goal of providing such proposed filing at least five (5) Business Days in advance) and (c) given the other Party a reasonable time under the circumstances to comment upon and request confidential treatment for such disclosure, then such Party will have the right to make such disclosure or filing at the time and in advance of any such press release the manner it reasonably determines to be required by Applicable Laws or public statement)the applicable Securities Regulator. Notwithstanding anything herein If a Party seeks to make a disclosure or filing as set forth in this Section 9.7(c) and the contrary, following Closing and after other Party provides comments within the public announcement of the transaction contemplated respective time periods or constraints specified herein, the Stockholders’ Representative shall be permitted Party seeking to announce that it has been engaged to serve as the Stockholders’ Representative make such disclosure or filing will in connection herewith as long as good faith consider incorporating such announcement does not disclose any of the other terms hereofcomments.