Common use of Other Publications Clause in Contracts

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