Common use of Publicity; Terms of Agreement Clause in Contracts

Publicity; Terms of Agreement. Except as provided in Section 12.7., neither party shall disclose this Agreement or any of the material terms thereof to any third party, whether in writing or orally, without the prior written consent of the other party, except for terms or subject matter which has been the subject of public disclosure or has been mutually approved for such disclosure pursuant to Section 12. Notwithstanding the foregoing, each party shall have the right to disclose the material terms of this Agreement in confidence to any bona fide potential or actual investor, investment banker, counsel, acquirer, merger target, and where reasonably practicable, shall obtain a binder of confidentiality consistent with the terms of this Agreement. In addition, either party may make any such disclosure if, but only to the extent such disclosure is, on advice of counsel, required by applicable law. The disclosing party shall use all [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.