PARENT COMPANY'S LICENSOR
WITH RESPECT TO ANY INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT; OR
(V) TO THE EXTENT MUTUALLY AGREED TO IN WRITING BY THE PARTIES.
IF A PARENT
COMPANY RECEIVES GSK'S CONFIDENTIAL INFORMATION AS PERMITTED PURSUANT TO THIS
SECTION 9.2, SUCH PARENT COMPANY MAY ONLY USE AND DISCLOSE GSK'S CONFIDENTIAL
INFORMATION SOLELY IN ACCORDANCE WITH THIS SECTION 9.2 UNDER CONFIDENTIALITY
PROVISIONS NO LESS RESTRICTIVE THAN THOSE IN THIS AGREEMENT AND SOLELY AS AND TO
THE EXTENT REQUIRED (X) BY LAW, COURT ORDER OR AN EXISTING EXPRESSLY STATED
CONTRACTUAL REQUIREMENT, (Y) FOR SUCH PARENT COMPANY TO PERFORM ITS OBLIGATIONS
IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE PROVISION OF
SERVICES TO REGULUS UNDER THE SERVICES AGREEMENT) OR THE SIDE AGREEMENT, OR
(Z) FOR SUCH PARENT COMPANY TO MAKE A DETERMINATION TO EXERCISE, AND TO
EXERCISE, ANY OF ITS RIGHTS WITH RESPECT TO REFUSED CANDIDATES, REFUSED
CANDIDATE PRODUCTS OR RETURNED LICENSED PRODUCTS UNDER THE JV AGREEMENTS.
9.3
PRESS RELEASE; DISCLOSURE OF AGREEMENT.
ON OR PROMPTLY AFTER THE EFFECTIVE
DATE, THE PARTIES SHALL INDIVIDUALLY OR JOINTLY ISSUE A PUBLIC ANNOUNCEMENT OF
THE EXECUTION OF THIS AGREEMENT IN FORM AND SUBSTANCE SUBSTANTIALLY AS SET FORTH
ON EXHIBIT G.
EXCEPT TO THE EXTENT REQUIRED TO COMPLY WITH APPLICABLE LAW,
REGULATION, RULE OR LEGAL PROCESS OR AS OTHERWISE PERMITTED IN ACCORDANCE WITH
THIS SECTION 9.3, NEITHER PARTY NOR SUCH PARTY'S AFFILIATES OR PARENT COMPANIES
SHALL MAKE ANY PUBLIC ANNOUNCEMENTS, PRESS RELEASES OR OTHER PUBLIC DISCLOSURES
CONCERNING THIS AGREEMENT, THE SIDE AGREEMENT OR THE CONVERTIBLE PROMISSORY
NOTE, OR THE TERMS OR THE SUBJECT MATTER HEREOF OR THEREOF, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING, (A) EACH COMMERCIALIZING PARTY, ITS AFFILIATES
AND PARENT COMPANIES MAY, WITHOUT THE OTHER PARTY'S
88
APPROVAL, MAKE DISCLOSURES PERTAINING SOLELY TO ITS ROYALTY-BEARING PRODUCTS,
PROVIDED, HOWEVER, THAT THE COMMERCIALIZING PARTY WILL IMMEDIATELY NOTIFY (AND
PROVIDE AS MUCH ADVANCE NOTICE AS POSSIBLE TO) THE OTHER PARTY OF ANY EVENT
MATERIALLY RELATED TO SUCH OTHER PARTY'S ROYALTY-BEARING PRODUCTS (INCLUDING ANY
REGULATORY APPROVAL) SO THAT THE PARTIES MAY ANALYZE THE NEED FOR OR
DESIRABILITY OF PUBLICLY DISCLOSING OR REPORTING SUCH EVENT, ANY PRESS RELEASE
OR OTHER SIMILAR PUBLIC COMMUNICATION BY ANY PARTY RELATED TO EFFICACY OR SAFETY
DATA AND/OR RESULTS OF A ROYALTY-BEARING PRODUCT WILL BE SUBMITTED TO THE OTHER
PARTY FOR REVIEW AT LEAST [***] BUSINESS DAYS (TO THE EXTENT PERMITTED BY LAW)
IN ADVANCE OF SUCH PROPOSED PUBLIC DISCLOSURE, THE OTHER PARTY SHALL HAVE THE
RIGHT TO EXPEDITIOUSLY REVIEW AND RECOMMEND CHANGES TO SUCH COMMUNICATION AND
THE PARTY WHOSE COMMUNICATION HAS BEEN REVIEWED SHALL IN GOOD FAITH CONSIDER ANY
CHANGES THAT ARE TIMELY RECOMMENDED BY THE REVIEWING PARTIES AND (B) TO THE
EXTENT INFORMATION REGARDING THIS AGREEMENT HAS ALREADY BEEN PUBLICLY DISCLOSED,
EITHER PARTY (OR ITS AFFILIATES OR THE PARENT COMPANIES) MAY SUBSEQUENTLY
DISCLOSE THE SAME INFORMATION TO THE PUBLIC WITHOUT THE CONSENT OF THE OTHER
PARTY.
IN ADDITION, GSK UNDERSTANDS THAT REGULUS IS A PRIVATE COMPANY, AND THAT
REGULUS MAY