Other Public Disclosures. As between the Parties, subject to Section 3.6 and this Section 16.2, the Selling Party with respect to a country in the Territory shall have the primary responsibility for public communications regarding the Exploitation of the Territory Combination Product in such country(ies) hereunder. If either Party or its Affiliates desires to make a public announcement (such as a press release) that relates to the Exploitation of the Territory Combination Product in the Territory, other than with respect to Results, which are governed by Section 3.6, the announcing Party (or Affiliate) shall give reasonable advance notice [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 of the proposed text of such announcement (translated into English, if not in English) to the other Party for its prior review. Other than with respect to Results, which are governed by Section 3.6, (a) in the case of Tibotec as the announcing Party, any proposed public announcement that refers to the safety, efficacy or other characteristics of the Territory Combination Product or Gilead’s Single Agent Product(s) or Double Agent Product, shall be subject to prior approval by Gilead, such approval not to be unreasonably withheld and (b) in the case of Gilead as the announcing Party, any proposed public announcement that refers to the safety, efficacy or other characteristics of the Territory Combination Product or Tibotec’s Single Agent Product, shall be subject to prior approval by Tibotec, such approval not to be unreasonably withheld. Further, if any proposed public announcement by either Party that relates to the Exploitation of the Territory Combination Product uses any name or any Trademark of the other Party or its Affiliates (other than a Gilead Licensed Trademark or a Tibotec Licensed Trademark used in connection with Territory Combination Product), such public announcement shall be subject to prior approval of such other Party, except to the extent such announcement is required by Applicable Law. If the non-announcing Party with respect to any public announcement provided by the announcing Party for review under this Section 16.2 desires to provide comments or, if applicable, indicate whether the applicable public announcement is approved, it shall do so as soon as reasonably practicable but in any event within three (3) Business Days after receiving the proposed announcement for review. Subject to Section 16.3, neither Party shall be required to have the other Party review or, if applicable, approve the public disclosure of any information that has already been publicly disclosed by either Party in accordance with Section 3.6, Section 15.2 or this Section 16.2. In the event of a legally required press release or other public announcement or disclosure, the Party (or its Affiliate) desiring to make such announcement shall provide the other Party with a copy of the proposed text with as much notice as practicable (which shall, to the extent practicable under the circumstances, be no less than three (3) Business Days prior to the proposed disclosure), the other Party shall respond with its comments (if any) as promptly as practicable (but no less than one (1) Business Day prior to the proposed disclosure), and the proposing Party shall take into due consideration any and all reasonable comments that the other Party may provide in a timely manner; provided, however, that, notwithstanding the foregoing, if a Party determines that it or any of its Affiliates must make a legally required disclosure under ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ § 243.100, et seq., as amended from time to time, or other similar Applicable Law, then it or its Affiliate, as applicable, shall have the right to make such disclosure at such time as is necessary to comply with Regulation FD or such other Applicable Law, and shall provide the other Party as much notice and opportunity for review and comment as is practicable in the circumstances.
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Sources: License and Collaboration Agreement (Gilead Sciences Inc)
Other Public Disclosures. As between the Parties, subject to Section 3.6 and this Section 16.2, the Selling Party with respect to a country in the Territory Gilead shall have the primary responsibility for public communications regarding the Exploitation of the Territory Combination Product Products in such country(ies) hereunderthe Territory. If either Party or its Affiliates desires to make a public announcement (such as a press release) that relates to the Exploitation of the a Territory Combination Product in the TerritoryProduct, other than (i) with respect to Results, which are governed by Section 3.6, or (ii) subject to the following sentence, general business updates (even if they include information relating to a Territory Combination Product, so long as they are of the type of updates that are also generally made for such Party’s other similar pharmaceutical products generally), the announcing Party (or Affiliate) shall give reasonable advance notice [ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. §§ 200.80 (b)(4) AND 230.406 of the proposed text of such announcement (translated into English, if not in English) to the other Party for its prior review. Other than with respect to Results, which are governed by Section 3.6, (a) in the case of Tibotec ▇▇▇▇▇▇▇ as the announcing Party, any proposed public announcement that refers to the safety, efficacy or other characteristics of the a Territory Combination Product or Gilead’s Single Agent Product(s) or Double Agent any Gilead Compound Product, shall be subject to prior written approval by Gilead, such approval not to be unreasonably withheld withheld, conditioned or delayed and (b) in the case of Gilead as the announcing Party, any proposed public announcement that refers to the safety, efficacy or other characteristics of the a Territory Combination Product or Tibotec’s Single Agent any RPV Product, shall be subject to prior written approval by Tibotec▇▇▇▇▇▇▇, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, nothing shall preclude either Party from making any public announcement regarding its generics program that is not specific to the other Party (or its Affiliates) and no such announcement shall be subject to prior review by the other Party hereunder. Further, if any proposed public announcement by either Party that relates to the Exploitation of the a Territory Combination Product uses any name or any Trademark of the other Party or its Affiliates (other than a Gilead Licensed Trademark or a Tibotec ▇▇▇▇▇▇▇ Licensed Trademark used in connection with Territory Combination Product), such public announcement shall be subject to prior approval of such other Party, except to the extent such announcement is required by Applicable Law. If the non-announcing Party with respect to any public announcement provided by the announcing Party for review under this Section 16.2 desires to provide comments or, if applicable, indicate whether the applicable public announcement is approved, it shall do so as soon as reasonably practicable but in any event within three (3) Business Days after receiving the proposed announcement for review. Subject to Section 16.3, neither Party shall be required to have the other Party review or, if applicable, approve the public disclosure of any information that has already been publicly disclosed by either Party in accordance with Section 3.6, Section 15.2 or this Section 16.2. In the event of a legally required press release or other public announcement or disclosure, the Party (or its Affiliate) desiring to make such announcement shall provide the other Party with a copy of the proposed text with as much notice as practicable (which shall, to the extent practicable under the circumstances, be no less than three (3) Business Days prior to the proposed disclosure), the other Party shall respond with its comments (if any) as promptly as practicable (but no not less than one (1) Business Day prior to the proposed disclosure), and the proposing Party shall take into due consideration any and all reasonable comments that the other Party may provide in a timely manner; provided, however, that, notwithstanding the foregoing, if a Party determines that it or any of its Affiliates must make a legally required disclosure under ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ § 243.100, et seq., as amended from time to time, or other similar Applicable Law, then it or its Affiliate, as applicable, shall have the right to make such disclosure at such time as is necessary to comply with Regulation FD or such other Applicable Law, and shall provide the other Party as much notice and opportunity for review and comment as is practicable in the circumstances. Without limitation of any of the foregoing, each Party shall comply, and ensure that its Affiliates and Sublicensees comply with, any press release or other non-disclosure provisions as required by any In-License Agreement, as specified in the In-License Requirements.
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