in whole or in part to any third party without the prior written
consent of Nycomed; provided, however, that such consent shall not be required
with respect to assignments, transfers or other dispositions by TMC of its
rights or obligations under this Agreement, in whole or in part, to (i) any
Affiliate or Affiliates of TMC; or (ii) an acquiror of all or substantially all
of the capital stock or assets of TMC related to the Product, through purchase,
merger, consolidation, or otherwise. Subject to the foregoing, this Agreement
shall inure to the benefit of the permitted successors and assigns of each
Party.
41
23.
PUBLIC STATEMENTS.
23.1.
TMC MAY ISSUE AN INITIAL PRESS RELEASE WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS; PROVIDED THAT THOSE
PORTIONS OF SUCH PRESS RELEASE APPLICABLE TO THE TRANSACTIONS CONTEMPLATED BY
THE TRANSACTION AGREEMENTS SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT D.
THEREAFTER, NEITHER PARTY SHALL MAKE ANY OTHER PUBLICATION, NEWS RELEASE OR
OTHER PUBLIC ANNOUNCEMENT RELATING TO THE EXECUTION OF THIS AGREEMENT OR THE NEW
AGREEMENTS, OR TO THE PERFORMANCE OF THE PARTIES UNDER THIS AGREEMENT, ANY
TRANSACTION AGREEMENT OR THE QUALITY AGREEMENTS, WITHOUT OBTAINING THE OTHER
PARTY'S PRIOR WRITTEN CONSENT; PROVIDED, HOWEVER, THAT (A) TMC MAY DISCLOSE ON
AN ONGOING BASIS THE RESULTS OF OPERATIONS IN THE TERRITORY WITH RESPECT TO THE
PRODUCT; AND (B) EITHER PARTY MAY PUBLICLY DISCLOSE ANY INFORMATION THAT HAS
BEEN PREVIOUSLY DISCLOSED IN TMC'S INITIAL PRESS RELEASE OR THAT HAS OTHERWISE
BEEN PREVIOUSLY APPROVED BY THE OTHER PARTY FOR DISCLOSURE PURSUANT TO THE
FOREGOING.
23.2.
NOTWITHSTANDING SECTION 23.1, IF EITHER PARTY IS REQUIRED (AS
REASONABLY DETERMINED BY ITS LEGAL COUNSEL) BY REGULATION, LAW OR LEGAL PROCESS,
INCLUDING WITHOUT LIMITATION BY THE RULES OR REGULATIONS OF THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR SIMILAR REGULATORY AGENCY IN A COUNTRY
OTHER THAN THE UNITED STATES OR OF ANY STOCK EXCHANGE OR NASDAQ, TO DISCLOSE THE
EXISTENCE OF THIS AGREEMENT OR ANY TRANSACTION AGREEMENT OR QUALITY AGREEMENT
AND/OR ANY INFORMATION RELATED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
ANY TRANSACTION AGREEMENT OR THE QUALITY AGREEMENTS, SUCH PARTY SHALL PROVIDE
PRIOR WRITTEN NOTICE OF SUCH INTENDED DISCLOSURE TO THE OTHER PARTY, WHICH
NOTICE SHALL INCLUDE A COPY OF THE PROPOSED DISCLOSURE. UPON RECEIPT OF SUCH
NOTICE, THE OTHER PARTY SHALL HAVE A REASONABLE PERIOD TO REVIEW AND COMMENT ON
THE PROPOSED DISCLOSURE (NOT TO EXCEED FIVE BUSINESS DAYS), AND THE PARTY
REQUIRED TO DISCLOSE SHALL IN GOOD FAITH CONSIDER ANY CHANGES OR MODIFICATIONS
TO THE PROPOSED DISCLOSURE REQUESTED BY THE OTHER PARTY. IN THE EVENT THAT THE
LEGAL REQUIREMENTS COMPELLING SUCH DISCLOSURE WILL NOT REASONABLY ALLOW FOR A
REVIEW PERIOD OF FIVE BUSINESS DAYS, THE NOTICE PROVIDED BY THE PARTY REQUIRED
TO DISCLOSE SHALL, TO THE EXTENT PERMITTED BY LAW, SPECIFY A SHORTER PERIOD FOR
REVIEW (OF NOT LESS THAN ONE BUSINESS DAY) NECESSARY UNDER SUCH CIRCUMSTANCES.
THE PARTY LEGALLY REQUIRED TO DISCLOSE SHALL USE COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN CONFIDENTIAL TREATMENT (TO THE EXTENT