Common use of After Option Exercise Clause in Contracts

After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with content as mutually agreed, (C) acknowledge Akcea’s and Ionis’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbol.

After Option Exercise. Except to the extent required to comply with applicable law, regulation, rule or legal process or as otherwise permitted in accordance with this Section 12.4, after Option Exercise with respect to a Product, neither Akcea nor its Affiliates will make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that will materially impact a Product, without the prior written consent of Novartis, which consent will not be unreasonably withheld, conditioned or delayed. If, after Option exercise, Akcea or its Affiliates intend to make any public announcements, press releases or other public disclosures that will materially impact a Product, (i) unless Akcea’s or its Affiliate’s existing confidentiality obligations to a Third Party prohibit it from doing so, Akcea will submit such proposed public disclosure to Novartis * ***Confidential Treatment Requested for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Novartis will have the right to review and recommend changes to such communication, and (iii) Akcea will in good faith consider any changes that are timely recommended by Novartis. If, after Option Exercise with respect to a Product, Novartis intends to make any public announcements, press releases or other public disclosures regarding this Agreement or the terms or the subject matter hereof, or that are significant to a Product (limited to disclosures concerning Product regulatory filings and approvals in Major Markets, reimbursement matters in Major Markets, data from Phase III clinical trials or supporting new indications regulatory filings, safety or efficacy issues, pricing or sales projections), (i) Novartis will submit such proposed public disclosure to Akcea for review at least [***] ([***]) Business Days in advance of such proposed public disclosure, (ii) Akcea will have the right to review and recommend changes to such communication, and (iii) Novartis will in good faith consider any changes that are timely recommended by Akcea. Notwithstanding the foregoing, any public announcements, press releases or other public disclosures that involve work conducted by Akcea with a Product will (A) for work solely performed by Akcea, not require Novartis’ consent (but Akcea will provide Novartis the review and comment rights above), (B) for work jointly performed by Novartis and Akcea, be issued jointly by Akcea and Novartis with content as mutually agreed, (C) acknowledge Akcea’s and Ionis’ role in discovering and developing such Product, and (D) contain Akcea’s and Ionis’ stock ticker symbols (e.g., Nasdaq: IONS) only to the extent such public disclosures include Novartis stock ticker symbol.