Common use of Antitrust Filing Clause in Contracts

Antitrust Filing. On an Option-by-Option basis, as promptly as practicable following Voyager’s delivery of an Option Data Package to Genzyme, but not later than the applicable Option Exercise Date with respect to such Option, Genzyme shall determine whether any filing or notification is necessary or advisable under any applicable Antitrust Law if Genzyme were to exercise the respective Option pursuant to this Agreement. Voyager shall provide Genzyme with any information (including financial information) reasonably requested by Genzyme for purposes of determining whether a filing or notification under any applicable Antitrust Law is necessary or advisable. 3.5.1. If Genzyme determines that a filing or notification under any applicable Antitrust Law is necessary or advisable, then Genzyme shall indicate the same in the respective Option Exercise Notice for such Option and each of Genzyme and Voyager shall make or cause to be made such notifications and filings as promptly as practicable (but in any event within [***]). Each Party shall be responsible for its own costs and expenses associated with such notifications and filings, and Genzyme shall pay any applicable premerger filing fee under the HSR Act. Each Party shall use its commercially reasonable efforts to obtain the expiration or termination of the applicable waiting period under the HSR Act, and to obtain the termination or expiration of any other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust Law, at the earliest possible date after the date of filing. Immediately following the later of the expiration or termination of the last such waiting period, or receipt of any necessary approvals or consents under any other applicable Antitrust Law, Genzyme shall send Voyager written notice that all waiting periods under any applicable Antitrust Law have expired or been terminated and any necessary approvals or consents under any applicable Antitrust Law have been obtained. The effectiveness of the Option Exercise Date for the corresponding Collaboration Program shall be deemed to be delayed until the date on which the last waiting period under any applicable Antitrust CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Law has expired or been terminated or on which the last approval or consent under such Antitrust Law is granted.

Antitrust Filing. On (i) With respect to each Galapagos Program for which Gilead delivers an Option-by-Option basisExercise Notice during the applicable Option Exercise Period (or prior to the applicable Option Exercise Period pursuant to Section 8.2(b)(iv)), upon either Party’s request, the Parties shall work together in good faith to conduct an analysis of whether any Antitrust Filings are or may be required in connection with a proposed Option Exercise Closing with respect to such Galapagos Program. (ii) With respect to each Galapagos Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period (or prior to the applicable Option Exercise Period pursuant to Section 8.2(b)(iv)), following delivery of such Option Exercise Notice, both Parties shall file their respective Antitrust Filings as promptly as practicable following Voyager’s delivery of an Option Data Package with each applicable Antitrust Authority pursuant to Genzymeany applicable Antitrust Laws, but not later than the applicable Option Exercise Date and in any event, with respect to such Option, Genzyme shall determine whether any filing or notification is necessary or advisable under any applicable Antitrust Law if Genzyme were to exercise and report forms filed with the respective Option Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) pursuant to this Agreement. Voyager shall provide Genzyme with any information (including financial information) reasonably requested by Genzyme for purposes of determining whether a filing or notification under any applicable Antitrust Law is necessary or advisable. 3.5.1. If Genzyme determines that a filing or notification under any applicable Antitrust Law is necessary or advisablethe HSR Act, then Genzyme shall indicate if any, the same in the respective Option Exercise Notice for such Option and each of Genzyme and Voyager Parties shall make or cause to be made such notifications and filings as promptly as practicable (but in any event within no later than […***])…] Business Days after such delivery of the Option Exercise Notice. Each Party shall will be responsible for its own costs and expenses associated with such notifications any Antitrust Filing, but Gilead shall be responsible for payment of all fees to the FTC and filings, and Genzyme shall pay any applicable premerger filing fee under DOJ with respect to Antitrust Filings made pursuant to the HSR Act. The Parties shall provide each other promptly with information and assistance as may be reasonably necessary and use reasonable efforts, in each case, to obtain prompt clearance required under applicable Antitrust Laws for the consummation of the applicable Option Exercise Closing and the transactions contemplated thereby and shall keep each other apprised of the status of any communications with, and any inquiries or requests for additional information from, the FTC, DOJ and each other applicable Antitrust Authority and shall comply promptly with any such inquiry or request; provided that neither Party shall be required to consent to the divestiture or other disposition of any of its or its Affiliates’ assets, consent to any other material structural or conduct remedy or otherwise restrict or limit its or its Affiliates’ freedom of action. Each Party shall instruct its counsel to cooperate with the other Party’s counsel and use its commercially reasonable efforts to obtain facilitate and expedite the identification and resolution of any such issues and, consequently, the expiration or termination of the applicable HSR Act waiting period and any other applicable waiting period under the HSR ActAntitrust Laws, including if requested by Gilead, seeking early termination of any such waiting period. Such reasonable efforts and cooperation include counsels’ undertaking: (A) to keep each other appropriately informed of communications from and to obtain personnel of the termination reviewing Antitrust Authority; and (B) to confer with each other regarding appropriate contacts with and response to personnel of the FTC, DOJ or expiration of any other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust LawAuthority. (iii) Subject to Section 8.2(d)(i), at the earliest possible date within […***…] Business Days after the date of filing. Immediately following Parties have obtained the later Antitrust Approval under the HSR Act with respect to any Galapagos Program, Gilead shall deliver to Galapagos a notice identifying the applicable Galapagos Program and attaching evidence of the expiration or termination of Antitrust Approval under the last such waiting period, or receipt of any necessary approvals or consents under any HSR Act and each other applicable Antitrust Law, Genzyme shall send Voyager written notice Approval that all waiting periods under any applicable Antitrust Law have expired or been terminated and any necessary approvals or consents under any applicable Antitrust Law have has been obtained. The effectiveness of , if any, and the Option Exercise Date for the corresponding Collaboration Program shall be deemed country(ies) to be delayed until the date on which the last waiting period under any applicable Antitrust CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Law has expired or been terminated or on which the last approval or consent under each such Antitrust Law is grantedApproval relates.

Antitrust Filing. (i) On an Option-by-Option basis, as promptly as practicable following Voyager’s delivery of an Option Data Package to Genzyme, but not later than the applicable Option Exercise Date with respect to such Option, Genzyme shall Blueprint will determine whether any filing or notification is necessary or advisable under any applicable Antitrust Law if Genzyme Blueprint were to exercise the respective Option pursuant to this Agreement. Voyager shall Proteovant will provide Genzyme Blueprint with any information (including financial information) reasonably requested by Genzyme Blueprint for purposes of determining whether a filing or notification under any applicable Antitrust Law is necessary or advisable. Upon the request of Proteovant, Blueprint will share with Proteovant its analysis as to whether any filing or notification is necessary or advisable under any applicable Antitrust Law. 3.5.1. (ii) If Genzyme Blueprint determines that a filing or notification under any applicable Antitrust Law is necessary or advisable, then Genzyme shall Blueprint will indicate the same in the respective Option Exercise Notice for such Option and each of Genzyme Blueprint and Voyager shall Proteovant will make or cause to be made such notifications and filings as promptly as practicable (but in any event within [***]). Each Party shall be responsible for its own costs and expenses associated with such notifications and filings, and Genzyme shall pay any applicable premerger filing fee under the HSR Act[***]. Each Party shall will use its commercially reasonable efforts to obtain the expiration or termination of the applicable waiting period under the HSR Act, and to obtain the termination or expiration of any other applicable waiting periods or any necessary approvals or consents under any other applicable Antitrust Law, at the earliest possible date after the date of filing. Immediately following the later of the expiration or termination of the last such waiting period, or receipt of any necessary approvals or consents under any other applicable Antitrust Law, Genzyme shall Blueprint will send Voyager Proteovant written notice that all waiting periods under any applicable Antitrust Law have expired or been terminated and any necessary approvals or consents under any applicable Antitrust Law have been obtained. The effectiveness of the Option Exercise Date for the corresponding Collaboration Target Program shall will be deemed to be delayed until the date on which the last waiting period under any applicable Antitrust CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Law has expired or been terminated or on which the last approval or consent under such Antitrust Law is granted.